Initial Opinion definition

Initial Opinion has the meaning specified in Section 4.01(a)(v).
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Initial Opinion means the opinion of Hand & Hand, a professional corporation, special securities counsel to the Company, a copy of which is annexed as EXHIBIT L hereto.
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Examples of Initial Opinion in a sentence

  • If the 7.03(b) Initial Opinion Values differ and the lesser 7.03(b) Initial Opinion Value equals or exceeds 90% of the greater 7.03(b) Initial Opinion Value, the 7.03(b) Discount Amount shall be deemed to be an amount equal to (1) the sum of the 7.03(b) Initial Opinion Values divided by (2) two.

  • If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value equals or exceeds 90% of the greater 7.04 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities shall be deemed to be an amount equal to (1) the sum of the 7.04 Initial Opinion Values divided by (2) two.

  • If the 6.01 Initial Opinion Values differ and the lesser 6.01 Initial Opinion Value equals or exceeds 90% of the greater 6.01 Initial Opinion Value, the Market Value of the Company shall be deemed to be an amount equal to (i) the sum of the 6.01 Initial Opinion Values divided by (ii) two.

  • All capitalized terms used in this letter, but not defined herein, shall have the meanings ascribed to them in the Initial Opinion.

  • Such third investment banking firm shall not be provided with the 7.03(b) Initial Opinion Values and shall not consult with the initial investment banking firms with respect thereto.

  • On the basis, and subject to the assumptions, limitations and qualifications included in the Initial Opinion, which are incorporated herein by this reference to the same extent as though made on the date hereof and set forth in full herein, we hereby reaffirm, as of the date hereof, the opinions given in the Initial Opinion.

  • We further assume that the documents and agreements which we examined and which are referred to in the second paragraph of the Initial Opinion have not been amended, modified, terminated or supplemented since the date of the Initial Opinion, other than the amendment to Section 3.1 of the Amended and Restated Articles of Incorporation of Sprint proposed by us.

  • The Initial Opinion shall remain unaffected and unchanged by this letter and nothing in this letter shall supplement, amend, replace, or otherwise modify the opinions rendered in the Initial Opinion.

  • In the Initial Opinion, we concluded that each PK Entity should qualify as a REOC on its REOC Testing Date.

  • In our Initial Opinion, we expressed our understanding that each PK Entity will regularly exercise the rights described above with respect to its Initial Property and the other properties held by each PK Entity (other than through its interest in PK Sale or the properties held thereunder) in the ordinary course of its business.

Related to Initial Opinion

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Actuarial opinion means the opinion of an appointed actuary regarding the adequacy of the reserves and related actuarial items based on an asset adequacy analysis in accordance with subrule 5.34(6) and with applicable actuarial standards.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Additional Filing Date means the date on which the Additional Registration Statement is filed with the SEC.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Delay Delivery Certification As defined in Section 2.02(a) hereof.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Initial Funding Date means the Funding Date on which the first Loan is made pursuant to this Agreement, as specified in the Initial Borrower Funding Request.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Second Closing Date means the date of the Second Closing.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Initial Filing Date means the date on which the Initial Registration Statement is filed with the SEC.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Delay Delivery Mortgage Loans The Mortgage Loans for which all or a portion of a related Mortgage File is not delivered to the Trustee or to the Custodian on its behalf on the Closing Date. The number of Delay Delivery Mortgage Loans shall not exceed 25% of the aggregate number of Mortgage Loans as of the Closing Date.