Opinion of Note Counsel definition

Opinion of Note Counsel means an Opinion of Counsel by a nationally recognized bond counsel firm experienced in matters relating to the exclusion from gross income for federal income tax purposes of interest payable on obligations of state and political subdivisions.
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Opinion of Note Counsel means a written opinion addressed to the Authority and the Bond Trustee of Xxxxxxx & Xxxx, P.C., or other legal counsel acceptable to the Authority, the Liquidity Provider, the Trustee and the Purchaser, while the Notes bear interest at Indexed Put Rates, who shall be nationally recognized as expert in matters pertaining to the validity of obligations of governmental issuers and the exemption from federal income taxation of interest on such obligations.
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Opinion of Note Counsel means an opinion signed by Note Counsel to the effect that either (a) a particular action or inaction described therein will not, in and of itself, cause the interest on the Series 2015 Note not to be excludable from gross income of the Noteholder for federal income tax purposes, or (b) the interest on the Series 2015 Note is excluded from the gross income of the Noteholder thereof for purposes of federal income taxation.
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Examples of Opinion of Note Counsel in a sentence

  • So long as the Series 2015 Note and the portion(s) of the Loan allocable thereto remain outstanding hereunder, the Borrower will not allow any change in the nature of the business conducted by it without the prior written consent of the Noteholder and an Opinion of Note Counsel with respect to such change.

  • Each Opinion of Note Counsel required to be addressed and delivered to the Trustee under any provision of this Indenture or the Master Indenture shall also be addressed and delivered to the Authority.

  • A direction of the Borrower to extend the Commitment Expiration Date shall specify the proposed date for such extension and shall be accompanied by a letter of Note Counsel that it expects to be able to give a Favorable Opinion of Note Counsel on the date of such extension.

  • The covenants and agreements contained in this Section need not be observed or may be modified if there is delivered to the Authority and the Trustee a an Opinion of Note Counsel to the effect that the action proposed to be taken is authorized or permitted by the Indenture and the Act and will not adversely affect the exclusion of interest on the Notes from gross income for purposes of federal income taxation under Section 103 of the Internal Revenue Code.

  • Notwithstanding the foregoing, the Corporation shall not be required to comply with the restrictive covenant contained in this subsection if it provides the Authority and the Trustee with an Opinion of Note Counsel to the effect that the action proposed to be taken is authorized or permitted by the Indenture and the Act and will not adversely affect the exclusion of interest on the Notes from gross income for purposes of federal income taxation under Section 103 of the Internal Revenue Code.

  • SeasonalityA number of the Company’s end markets are dependent on the construction, agricultural, and power generation industries, which are generally stronger in the second half of the Company’s fiscal year.

  • In executing or consenting to any Supplemental Loan Agreement permitted by this Article, the Authority and the Trustee shall receive, and shall be fully protected in relying upon, an Opinion of Note Counsel addressed to the Trustee and the Authority stating that the execution of such Supplemental Loan Agreement is authorized or permitted by this Loan Agreement, and that the execution and delivery thereof will not adversely affect the exclusion from federal gross income of interest on the Notes.


More Definitions of Opinion of Note Counsel

Opinion of Note Counsel means a written opinion of Note Counsel, which ----------------------- opinion is not unacceptable to the Trustee. Optional Tender shall mean a tender of Notes at the option of the Holder --------------- thereof pursuant to Section 3.04. Optional Tender Date shall mean any date on which Notes are to be purchased -------------------- pursuant to an Optional Tender. Outstanding when used with respect to Notes shall mean, as of the date of ----------- determination, all Notes authenticated and delivered under this Indenture, except:
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Related to Opinion of Note Counsel

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

  • 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.

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

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

  • 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.

  • 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.

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • 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.

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

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

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

  • Non-Bank Tax Certificate shall have the meaning provided in Section 5.4(e)(ii)(B)(3).

  • LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;

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

  • Secretary’s Certificate has the meaning set forth in Section 2.2(a)(vi).

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • 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.

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

  • Certified counselor means an individual who is certified by a training program or certifying organization, approved by the director, that authenticates the competence of individuals who provide education and assistance to other individuals in connection with debt counseling and financial counseling functions.

  • 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.

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

  • Guarantor’s Officers’ Certificate means, with respect to any Guarantor, a certificate signed by any two of the following: a Chairman of the Board, a Chief Executive Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer, a Secretary or an Assistant Secretary of such Guarantor, or any other officer or officers of such Guarantor designated in a writing by or pursuant to authority of such Guarantor’s Board of Directors and delivered to the Trustee from time to time.

  • Engineers' Certificate means a certificate of the Consulting Engineers or of such other engineer or firm of engineers having a favorable repute for skill and experience in the engineering matters with respect to which such certification is required by this Master Indenture.

  • No Recognition Opinion means an opinion of a nationally recognized independent tax counsel experienced in such matters, which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the holders of the Capital Securities and Common Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of the Notes.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.