Materiality Opinion definition

Materiality Opinion has the meaning set forth in the Swap Counterparty Rights Agreement, if any.
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Materiality Opinion. A written opinion of Xxxxxxxx & Xxxxx LLP or another nationally recognized law firm experienced in securitization matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.
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Materiality Opinion. A written opinion of Xxxxxxxx & Xxxxx LLP, Xxxxx Xxxxx LLP or another nationally recognized law firm experienced in securitization matters reasonably acceptable to the [Swap] [Cap] Counterparty, addressed to the [Swap] [Cap] Counterparty and in form and substance reasonably satisfactory to the [Swap] [Cap] Counterparty.] Mediation: A non-binding mediation or arbitration proceeding with [AAA][FINRA][ADR Facilitator][JAMS] conducted pursuant to the rules set forth in the [AAA Rules][FINRA Rules][JAMS Rules][ADR Rules].
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Examples of Materiality Opinion in a sentence

  • No supplemental indenture shall be entered into under Section 9.1(b) or 9.2 of the Indenture unless either (A) the Primary Swap Counterparty consents in writing to such supplemental indenture or (B) such supplemental indenture will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Custodian Agreement may be amended, modified or supplemented pursuant to Section 8 thereof; provided, however, that no such amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) such amendment, modification or supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • No supplemental indenture shall be entered into under Section 9.1(b) or 9.2 of the Indenture unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) such supplemental indenture will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Trust Sale and Servicing Agreement may be amended from time to time by the Seller, the Servicer and the Owner Trustee in the manner specified by Section 9.01(b) of the Trust Sale and Servicing Agreement; provided, however, that no such amendment shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) the amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Custodian Agreement may be amended pursuant to Section 8 thereof; provided, however, that no such amendment shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) such amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Administration Agreement may be amended from time to time pursuant to Section 13 of the Administration Agreement; provided, however, that no amendment will be effected pursuant to Section 13 of the Administration Agreement unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) such amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Owner Trustee shall furnish notice to the Primary Swap Counterparty and to each of the Rating Agencies prior to obtaining consent to any proposed amendment under Section 8.2 of the Trust Agreement; provided, however, that no amendment shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) the amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Owner Trustee shall furnish notice to the Swap Counterparty and to each of the Rating Agencies prior to obtaining consent to any proposed amendment under Section 8.2 of the Trust Agreement; provided, however, that no amendment shall be made unless either (A) the Swap Counterparty consents in writing to such amendment or (B) the amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty.

  • The Administration Agreement may be amended from time to time, in the manner specified by Section 11 of the Administration Agreement; provided, however, that no such amendment (other than any amendment pursuant to Section 11(a) of the Administration Agreement) shall be made unless either (A) the Swap Counterparty consents in writing to such amendment or (B) such amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty.

  • The Indenture may be supplemented from time to time in the manner specified by Section 9.1(b) or 9.2 of the Indenture; provided, however, that no such supplement shall be made unless either (A) the Swap Counterparty consents in writing to such supplement or (B) such supplemental indenture will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty.


More Definitions of Materiality Opinion

Materiality Opinion has the meaning set forth in the Swap Counterparty Rights Agreement.]
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Materiality Opinion. A written opinion of Kirkland & Ellis LLP, Mayer Brown Rowe & Maw LLP or another nationaxxx xxxxgnixxx xaw firx xxxxxxxxxxx xx securitization matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.
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Materiality Opinion. A written opinion of Kirkland & Ellis LLP or another nationally recognized law firm experiexxxx xx secxxxxxzation matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.
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Related to Materiality Opinion

  • materiality means the point at which the net asset value of the Share class is impacted to the extent described in Section 2.04(a)(iii) below;

  • Materiality Threshold means limits for related party transactions beyond which the shareholders' approval will be required as specified in Companies Act, 2013 and rules thereof and amendments thereto.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • 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.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • 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.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • 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.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Representation Agreement means a contract entered into between an Agent and an Athlete or between an Agent and a Club.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Warranty means any one of them.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • Opinion means a written, nonbinding, and advisory statement issued by the commission concerning an interpretation of the meaning of the codes or the application of the codes in a specific circumstance issued in response to a specific request by a party to the issue.

  • Repeating Representations means each of the representations set out in Clauses 22.1 (Status) to 22.6 (Governing law and enforcement), Clause 22.9 (No default), Clause 22.13 (No proceedings pending or threatened), Clause 22.19 (Legal and beneficial owner) and Clause 22.20 (No winding up).