Ladies and Gentlemen definition
Ladies and Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to:
Ladies and Gentlemen. We have acted as counsel to Minnesota Series ("Minnesota Series"), a portfolio of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Multi-State Municipal Series Trust ("Multi-State"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Tax-Exempt Securities Trust ("Tax-Exempt") in connection with the proposed transfer of substantially all of the assets of Minnesota Series to Tax-Exempt and certain other transactions related thereto pursuant to and in accordance with the terms of the Reorganization Agreement (the "Reorganization"). You have requested that we provide an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"), and the accuracy of the tax disclosures in the proxy statement/prospectus (the "Proxy Statement/Prospectus") on Exhibit 12 to the Form N-14 Registration Statement. In connection with rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the Reorganization, and the Proxy Statement/Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Advisors Inc. (the "Advisor") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated March 1, 2000, and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have not made an independent investigation of the facts set forth either in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering this opinion that the information presented in such documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. We have also assumed for purposes of rendering our opinion (i) the accuracy of, and material compliance with, the representations of the Advisor set forth in the letter referred to above, (ii) the accuracy of, and material compliance with...
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $_________ original principal amount of Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of _______________ among the Company, as depositor, _______________, as servicer and _____________ as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be _______ a.m., [Chicago, Illinois] time, on _____________. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase [, severally and not jointly,] the [respective] original principal amount[s] of Certificates set forth opposite [its] [their] name[s] in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement.
Examples of Ladies and Gentlemen in a sentence
Ladies and Gentlemen: Reference is made to the above-described Credit Agreement.
Selling Group Agreement Ladies and Gentlemen: We have entered into a principal underwriting agreement with each Fund in The American Funds group (Funds) under which we are appointed exclusive agent for the sale of shares.
Re: Undertaking to Repay Expenses Advanced Ladies and Gentlemen: This undertaking is being provided pursuant to that certain Indemnification Agreement dated the day of , 200 , by and between Inland Western Retail Real Estate Trust, Inc.
Ladies and Gentlemen: You are hereby notified that there has been a Discharge of First Lien Obligations.
The Depository Trust Company A subsidiary of the Depository Trust & Clearing Corporation ISSUER LETTER OF REPRESENTATIONS (To be completed by Issuer and Co-lssuer(s), if applicable) The Depository Trust Company ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Underwriting Department Ladies and Gentlemen: This letter sets forth our understanding with respect to the Securities represented by the CUSIP number(s) referenced above (the “Securities”).
More Definitions of Ladies and Gentlemen
Ladies and Gentlemen. As special Maryland counsel to ▇▇▇▇▇▇ Brothers Funds, Inc., a Maryland corporation (the "Corporation"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 800,000,000 shares of the Class N Common Stock of the Corporation, known as shares of the ▇▇▇▇▇▇ Brothers New York Municipal Money Market Fund (the "Shares") as authorized by its charter, we have examined the Amended Articles of Incorporation of the Corporation filed with the Maryland State Department of Assessments and Taxation (the "SDAT") on July 14, 1993, the Certificate of Correction filed with the SDAT on October 6, 1993, the Articles Supplementary filed with the SDAT on March 24, 1994, the Articles Supplementary filed with the SDAT on August 3, 1994, a draft of the Articles Supplementary to be filed with the SDAT creating the Shares, the By-Laws of the Corporation, minutes of the proceedings of the Corporation's Board of Directors authorizing the organization of the Corporation, the issuance of its outstanding capital stock and the corporate action taken by the Board of Directors of the Corporation classifying and reclassifying the Shares and authorizing their issuance and the filing with the SDAT of Articles Supplementary reflecting such classification and reclassification. We have additionally examined the Certificate of Corporate Officer dated the date hereof (the "Certificate"). In rendering our opinion, we are relying on the Certificate and have made no independent investigation or inquiries as to the matters set forth therein. Based on our examination, we advise you that in our opinion the Shares to be issued by the Corporation have been duly and validly authorized and upon their issuance upon the terms set forth in the Registration Statement on Form N-1A of the Corporation filed with the Securities and Exchange Commission (the "Commission"), will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus. In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, Piper & Marbury L.L.P.
Ladies and Gentlemen. We have acted as counsel to Delmarva Power & Light Company, a Delaware and Virginia corporation (the “Company”), in connection with the issuance and sale by the Company of $200,000,000 in aggregate principal amount of First Mortgage Bonds, 4.27% Series due June 15, 2048 (the “Bonds”) pursuant to the Bond Purchase Agreement, dated as of June 8, 2018 (the “Bond Purchase Agreement”), among the Company and the Purchasers. The Bonds will be issued under will be issued under the Mortgage and Deed of Trust, dated as of October 1, 1943, from the Company to The Bank of New York Mellon (ultimate successor to The New York Trust Company), as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures, including the One Hundred and Twenty-First Supplemental Indenture, dated as of June 1, 2018, relating to the issuance of the Bonds (the “Supplemental Indenture") (such Mortgage and Deed of Trust, as so amended and supplemented, the “Mortgage”). This opinion is being delivered to you in accordance with Section 4.4(a) of the Bond Purchase Agreement. Unless otherwise defined herein, capitalized terms used herein have the respective meanings provided in the Bond Purchase Agreement. We have acted as counsel for the Company in connection with the preparation, execution and delivery of the Bond Purchase Agreement. In that capacity, we have examined the following: (i) the Bond Purchase Agreement; (ii) the Mortgage; (iii) the Bonds; (iv) the Restated Certificate and Articles of Incorporation of the Company (the “Articles”); (v) the Amended and Restated Bylaws of the Company(the “Bylaws”); (vi) certified resolutions of the board of directors of the Company; (vii) Good Standing Certificates, each dated as of a recent date, from the Secretary of State of the State of Delaware (the “Delaware Good Standing Certificate”) and the Commonwealth of Virginia (the “Virginia Good Standing Certificate,” and collectively, the “Good Standing Certificates”); Exhibit 4.4(a) (to Bond Purchase Agreement)
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell approximately $506,658,316 original principal amount of Multi-Class Mortgage Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement, dated as of June 1, 2003, among the Company, as depositor, ABN AMRO Mortgage Group, Inc., as seller and servicer, and JPMorgan Chase Bank, as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus Supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be 10:00 a.m., New York, New York time, on June 26, 2003 and the location of the closing shall be the New York City offices of Thacher Proffitt & Wood. The opinion referred to in Section 4(b) of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ree▇▇▇▇ shall be delivered by Thacher Proffitt & Wood, as counsel for the Company. Subject to the ter▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇s set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective original principal amounts of Certificates set forth opposite their names in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus and the Prospectus Supplement. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement. The Underwriters will pay their pro rata share (based upon the principal amount of Offered Certificates each of the Underwriters has agreed to purchase as indicated on Exhibit I hereto) of all fees and expenses relating to any letter of independent certified public accountants delivered in connection with the Computational Materials.
Ladies and Gentlemen. [___________________] (the "Servicer") is servicing certain mortgage loans for Seller pursuant to that certain Servicing Agreement between the Servicer and Seller. Pursuant to the Repurchase Agreement between Buyer and Seller, the Servicer is hereby notified that Seller has pledged to Buyer certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of Buyer. Upon receipt of a Notice of Event of Default from Buyer in which Buyer shall identify the mortgage loans which are then pledged to Buyer under the Repurchase Agreement (the "Mortgage Loans"), the Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections in accordance with Buyer's written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Buyer with respect to the Mortgage Loans, and shall deliver to Buyer any information with respect to the Mortgage Loans reasonably requested by Buyer. Notwithstanding any contrary information which may be delivered to the Servicer by Seller, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by Buyer, and Seller shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information or Notice of Event of Default.
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell approximately $295,554,262 original principal amount of Multi-Class Mortgage Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of November 1, 2003 among the Company, as depositor, Washington Mutual Mortgage Securities Corp., as seller and servicer and U.S. Bank National Association, as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus Supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be 10:00 a.m., New York, New York time, on November 25, 2003 and the location of the closing shall be the New York City offices of Thacher Proffitt & Wood LLP. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇err▇▇ ▇o in Section 4(b) of the Underwriting Agreement shall be delivered by Thacher Proffitt & Wood LLP, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ the Company. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective original principal amounts of Certificates set forth opposite their names in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus and the Prospectus Supplement. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement. The Underwriters will pay their pro rata share (based upon the principal amount of Offered Certificates each of the Underwriters has agreed to purchase as indicated on Exhibit I hereto) of all fees and expenses relating to any letter of independent certified public accountants delivered in connection with the Computational Materials.
Ladies and Gentlemen. This opinion is furnished to you pursuant to the Securities Purchase Agreement by and among the purchasers signatory thereto (the "Purchasers") and Sunburst Acquisitions IV, Inc. a Colorado corporation (the "Company"), dated as of August 24, 2004 (the "Purchase Agreement"), which provides for the issuance and sale by the Company of up to $1,350,000 principal amount of Debentures, Warrants and Additional Investment Rights to purchase shares of the Company's Common Stock. All terms used herein have the meanings defined for them in the Purchase Agreement unless otherwise defined herein. We are counsel for the Company, but have not been engaged by the Company in connection with the negotiation or execution of the Purchase Agreement, the Debentures, the Escrow Agreement, the Security Agreement, the Warrants, the Additional Investment Rights and the Registration Rights Agreement (the Purchase Agreement, the Debentures, the Warrants, the Registration Rights Agreement, the Escrow Agreement and the Security Agreement, collectively the "Agreements"). We have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion. In addition, we have examined, among other things, originals or copies of such corporate records of the Company, certificates of public officials and such other documents and questions of law that we consider necessary or advisable for the purpose of rendering this opinion. In such examination we have assumed the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us as copies thereof, the legal capacity of natural persons, and the due execution and delivery of all documents (except as to due execution and delivery by the Company) where due execution and delivery are a prerequisite to the effectiveness thereof. As used in this opinion, the expression "to our knowledge" refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company solely in connection with the Agreements and the Warrants and the transactions contemplated thereby, and without any independent investigation of any underlying facts or situations. For purposes of this opinion, we have assumed that you have all requisite power and authority, and have taken any and all necessary corporate action, to execute and deliver the A...
Ladies and Gentlemen. In accordance with Section 2 of the Custodial Agreement, the Custodian hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule I hereto) it has received the applicable documents listed in Section 2 of the Custodial Agreement. The Custodian hereby certifies that as to each Mortgage Loan identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I hereto, it has reviewed the documents listed above and has determined that each such document appears to be complete and, based on an examination of such documents, the information set forth in the Mortgage Loan Schedule is correct. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in all respects by the terms of said Custodial Agreement. U.S. BANK NATIONAL ASSOCIATION as Custodian By: ___________________________________ Name: Title: EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE PaineWebber Mortgage Acceptance Corporation IV 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Home Equity Asset Backed Certificates, Series 2000-HE-1 ------------------------------------------------------- Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of May 1, 2000, among PaineWebber Mortgage Acceptance Corporation IV, as depositor, BNC Mortgage Inc., as originator, NC Capital Corporation, as originator, L▇▇▇▇▇ Loan Servicing LP, as servicer, and The Chase Manhattan Bank, as trustee (the "Trustee"), we hereby acknowledge the receipt of the original Mortgage Note (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. THE CHASE MANHATTAN BANK as Trustee By:______________________________________ Name: Title: EXHIBIT G LOAN SALE AGREEMENT [SEE ITEM #11 ON THE CLOSING DOCUMENT CHECKLIST] EXHIBIT H EXHIBIT I FORM OF ERISA REPRESENTATION PaineWebber Mortgage Acceptance Corporation IV 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Home Equity Asset Backed Certificates, Series 2000-HE-1 ------------------------------------------------------- Ladies and Gentlemen: