Opinion Parties definition

Opinion Parties means, collectively, (i) Endeavour Operating Corporation, a Delaware corporation (“EOC”); (ii) Endeavour Energy New Ventures Inc., a Delaware corporation (“New Ventures”); (iii) END Management Company, a Delaware corporation (“END Management”); (iv) Endeavour Energy North Sea, L.P., a Delaware limited partnership (“Endeavour North Sea L.P.”); and (v) Endeavour Energy North Sea LLC, a Delaware limited liability company (“Endeavour North Sea LLC”);
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Opinion Parties means the Company, CDI, Co-op, Newco B.V., ST B.V., ST Holland, ST Intermediate, ST Mexico and ST US, collectively;
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Opinion Parties the Opinion Parties other than the Borrower are referred to herein collectively as the “Guarantors”) (the Subsidiary Guaranty, together with the Credit Agreement and the Notes, the “Loan Documents”);
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Examples of Opinion Parties in a sentence

  • Each of the Equity Participation Agreement, Equity Funding Agreement, Guaranty (ITC Compensation), Guaranty (Recapture Indemnification) and Blocked Account Control Agreement constitutes the valid and binding obligation of the Opinion Parties, enforceable against the Opinion Parties in accordance with its terms.

  • With respect to the matters described in clauses (i), (ii), (iii), (iv), (v) and (vi) of this paragraph as they relate to the Opinion Parties, we are relying on the in-house legal opinion of ▇▇▇▇▇▇ ▇.

  • Each of the Opinion Parties is duly qualified to transact business as a foreign limited partnership or foreign limited liability company in each jurisdiction set forth opposite its name on an annex to such opinion.

  • Each of the Opinion Parties has duly authorized the execution and delivery of the Opinion Documents to which it is a party and the performance of its obligations thereunder.

  • Each of the Opinion Parties has the corporate or limited liability company power and authority to execute and deliver the Opinion Documents to which it is a party and to perform its obligations thereunder.

  • The execution and delivery by each of the Opinion Parties of each Opinion Document to which it is a party and the performance of its obligations thereunder, do not violate or otherwise constitute a default under (a) any Applicable Law, (b) any provision of any other Opinion Document or (c) the Credit Agreement; provided that we express no opinion with respect to any violation arising under or based upon any covenant or other provision of a financial or numerical nature or requiring computation.

  • Also, because the Borrower’s assets and liabilities are, at all times have been, and will continue to be, segregated from the assets and liabilities of any of the Opinion Parties, proponents of substantive consolidation will be unable to prove that the Borrower’s postpetition assets and liabilities are so scrambled with those of any of the Opinion Parties that separating them would be prohibitive and hurt all creditors, including the Lender.

  • We have not undertaken any independent investigation to determine the accuracy of facts material to any such statement or opinion, and no inference as to such statement or opinion should be drawn from the fact of our representation of the Opinion Parties.

  • We have also assumed that the Loan Documents constitute valid and binding obligations of each party thereto other than the Opinion Parties party thereto.

  • There are no, have never been any, and will be no, guarantees made by the Borrower with respect to obligations of any of the Opinion Parties.


More Definitions of Opinion Parties

Opinion Parties means the Issuer and the Guarantors. This opinion is provided in response to the requirement in Section 2.2(a)(iii)(F) of the Exchange Agreement (the “Exchange Agreement”), dated October 17, 2018, by and among the Issuer, the Guarantors and each of the Holders party thereto relating to the exchange by the Holders of Issuer’s (i) 6.875% Senior Notes due 2022 and (ii) 7.125% Senior Notes due 2025, which were issued pursuant to the Indenture, dated as of April 12, 2017 (the “Old Indenture”), between the Issuer, the Guarantors and the Trustee, for new Senior Secured Second Lien PIK Notes due 2024 of the Issuer (the “New Notes”) and the related Guarantees of the New Notes by the Guarantors (the “Guarantees”), which are being issued pursuant to an Indenture (the “New Indenture”) dated as of the date hereof, between the Issuer, the Guarantors, Wilmington Trust, National Association, as trustee (the “Trustee”) and as Collateral Agent (the “Collateral Agent”, and together with the Trustee, “you”). Wilmington Trust, National Association October [ ], 2018 The opinions expressed herein are being provided pursuant to Section 2.2(a)(iii)(F) of the Exchange Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Exchange Agreement, the New Indenture and the Second Lien Collateral and Guaranty Agreement, dated as of the date hereof, made by the Issuer and the other grantors party thereto in favor of the Collateral Agent (the “Collateral Agreement”) as applicable (with references herein to the Exchange Agreement and each document defined therein meaning the Exchange Agreement and each such document as executed and delivered on the date hereof, or if executed and delivered on an earlier date, as the same is in effect on the date hereof). In connection with the preparation of this letter, we have, among other things, reviewed the executed New Indenture and the Exchange Agreement. We have also reviewed the executed Collateral Agreement. For purposes hereof, the New Indenture and the Exchange Agreement, each in the form reviewed by us for purposes of this opinion letter are referred to herein collectively as the “Operative Documents” and the New Indenture and the Collateral Agreement, each in the form reviewed by us for purposes of this opinion letter, are referred to herein collectively as the “Note Documents”. We have also reviewed unfiled copies of UCC Form-1 Financing Statements naming each Opinion Party, as deb...
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Opinion Parties means, collectively, Company, Holdings and each of their Domestic Subsidiaries. “Principal Documents” means, collectively, each of the following: Credit Agreement Notes Security Agreement Guaranty North Carolina mortgage Grant of Copyright Security Interest Grant of Patent Security Interest Grant of Trademark Security Interest Deposit Account Control Agreement(s)
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Opinion Parties refers to the Delaware Opinion Parties and the Parent, and “Loan Parties” refers to the Opinion Parties and the Tenant Subsidiary Guarantors. In connection with this opinion, we have examined copies of:
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Related to Opinion Parties

  • Certification Parties As defined in Section 11.09.

  • Transaction Parties As defined in Section 5.3(o).

  • Certification Party As defined in Section 11.05.

  • 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.

  • Favorable Opinion of Bond Counsel means, with respect to any action the taking of which requires such an opinion, an unqualified opinion of Bond Counsel to the effect that such action will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes (subject to the inclusion of any exceptions contained in the opinion delivered upon the original issuance of the Bonds).