Opinion Letters definition

Opinion Letters means the opinion letters of independent counsel for the Obligors, each in Proper Form. Organizational Documents shall mean, with respect to a corporation, the certificate of incorporation, articles of incorporation and bylaws of such corporation; with respect to a partnership, the partnership agreement establishing such partnership; with respect to a joint venture, the joint venture agreement establishing such joint venture, and with respect to a trust, the instrument establishing such trust; in each case including any and all modifications thereof as of the date of the Credit Document referring to such Organizational Document and any and all future modifications thereof which are consented to by the Lenders. Other Taxes shall mean any and all present or future stamp or documentation taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement. Partial Subsidiary Real Estate shall have the meaning ascribed thereto in Section 5.15(c)(i). Parties shall mean all Persons other than the Agent, or any Lender executing any Credit Document.
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Opinion Letters means opinion letters by Richards, Laden & Finger PA, 1 Rodney Square, PO Xxx 000, Wilmington, Delaware, XXX xx the Selxxx xx x xxxx xxxxxxxxxx xxxxxxxxxx to the Seller;
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Examples of Opinion Letters in a sentence

  • The arbitration award and remedy must be in strict compliance with said Regulations, Bulletins, Regional Opinion Letters and provisions of the FLSA and cannot exceed that which would have been ordered by the DOL, Wage and Hour Division if the dispute had been submitted for their review.

  • If any provisions of this contract are in conflict with the Family Medical Leave Act or Department of Labor Opinion Letters, they will be void.

  • It is the intent of the School Board and the Association to comply with the provisions of the Family Medical Leave Act and Department of Labor Opinion Letters.

  • Land: Building Construction: Site Work: Legal Fees: (other than Company’s Attorneys) Engineering Fees: Financial Charges: Machinery & Equipment: CTCRC Fee: Other (Specify): Estimated Total Cost: If your proposed financing involves refinancing of existing tax exempt debt, please attach original Closing Memorandum, POS, or OS and summary status of bond repayment schedule, along with original Form 8038 and Bond Counsel Opinion Letter(s).

  • For this purpose, Opinion Letters will be given the same effect as rulings.

  • Failure to comply with the requirements imposed on the Provider by this revenue procedure may result in the loss of eligibility to be a Provider and the revocation of Opinion Letters that have been issued to the Provider.

  • Failure to comply with this requirement may result in the loss of eligibility to offer plans and the revocation of Opinion Letters that have been issued to the Provider.

  • Balancing the facts, both sides share blame about the Opinion Letters not rising to the surface in time.

  • Opinion Letters do not constitute rulings or determinations as to the exempt status of related trusts or custodial accounts under § 501(a).

  • The parties hereby agree that the COMPANY will cover all legal costs associated with the issuance of Opinion Letter(s) to the Transfer Agent and other costs, expenses and liabilities as to conversion and issuance.

Related to Opinion Letters

  • 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.

  • 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.

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

  • Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments exxxxxxated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.

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

  • Accession Letter means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

  • 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.

  • Instruction Letter means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by XxXxxxxxx to Tyco or any of its Affiliates in connection with the Plan of Separation.

  • 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.

  • Unqualified Opinion means an opinion on financial statements from an independent certified public accounting firm acceptable to the Required Purchasers in their reasonable discretion which opinion shall not include any qualifications or any going concern limitations other than (i) customary qualifications related to negative profits and debt maturities within one year of applicable maturity date and (ii) any going concern qualifications.

  • 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.

  • Authorization Letter means a letter agreement executed by Borrower in the form of EXHIBIT A.

  • Tax Certificate means the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower.

  • Private Letter Ruling has the meaning set forth in the recitals.

  • 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.

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • Designation Letter means, with respect to any Designated Subsidiary, a letter in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.

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

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

  • Implementation Letter means the letter of even date herewith from the Borrower to the Bank setting forth the Project monitoring indicators;

  • UCC Filing Authorization Letter means a letter duly executed by each Loan Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC-1 without the signature of such Loan Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage.

  • No-Action Letter means the response of the Securities and Exchange Commission's Office of Chief Counsel of Investment Management, dated April 18, 1995, in respect of the Xxxxxxxxx Russia Fund, Inc. (SEC Ref. No. 95-151-CC, File No. 811-8788) providing "no- action" relief under '17(f) of the Investment Company Act of 1940, as amended, and SEC Rule 17- f5 thereunder, in connection with custody of such Xxxxxxxxx Russia Fund, Inc.'s investments in Russian Securities.

  • JT No-Action Letters means SMC Capital, Inc., SEC No-Action Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life Insurance Company, SEC No-Action Letter (pub. avail. June 7, 2000).

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].