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, 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 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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Examples of Opinion Parties in a sentence

  • 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 Xxxxxx X.

  • 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.

  • 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.

  • Online StudentsA student taking only online courses must follow the same application procedures as a first-year or transfer student.

  • 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.

  • 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.

  • As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Opinion Parties and others and of public officials, including the facts and conclusions set forth in the Opinion Certificate and the Organizational Certificate and the factual representations and warranties contained in the Transaction Documents.

  • Third party creditors of any of the Opinion Parties should not be able to argue successfully that they reasonably relied on the assets of the Borrower to satisfy obligations of any of the Opinion Parties.

  • For purposes of our opinions herein as to the valid existence and good standing of the Opinion Parties, we have relied solely upon the Good Standing Certificates.

  • Key or paste the transaction cross reference, and click Lookup TransactionTransaction Details TransactionProcess Merchant Account Transaction Type Merchant’s CountryCurrencyUse the dropdown list to choose how you want to take the payment.


More Definitions of Opinion Parties

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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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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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.

  • Construction Parties means all of the Parties to a Construction Service Agreement.

  • Security Parties means at any relevant time, the Borrower, the Guarantor, the Pledgor, the Target, the Vessel Owners and any other person who may at any time during the Facility Period be liable for, or provide security for, all or any part of the Indebtedness, and “Security Party” means any one of them.

  • Initial Guarantors shall have the meaning set forth in the preamble.

  • Covered Parties has the meaning set forth in Section 6.7(a).

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Credit Parties means the Borrower and the Guarantors.

  • Environmental Documents means, for any Person: (A) any and all documents received by the Person or its Subsidiaries from the United States Environmental Protection Agency (“EPA”) or any other Governmental Entity concerning the environmental condition of any property owned, leased or operated at any time by the Person or any Subsidiary of the Person, or the effect of the Person’s business operations or the business operations of any Subsidiary of the Person on the environmental condition of such property; (B) any and all documents submitted by the Person or any Subsidiary of the Person during the past five years to the EPA or any state, county or municipal environmental or health agency concerning the environmental condition of any property owned, leased or operated at any time by the Person or any Subsidiary of the Person, or the effect of the Person’s business operations or the business operations of any Subsidiary of the Person on the environmental condition of such property, and (C) any report, study, assessment, audit, or other similar document that addresses any issue of actual or potential noncompliance with, actual or potential liability under or cost arising out of, or actual or potential impact on business in connection with, any Environmental Law or any proposed or anticipated change in or addition to Environmental Law, that may in any way affect the Person or any entity for which it may be liable or any Subsidiary of the Person.

  • Environmental Report The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Transaction Party means the Company and each Guarantor, collectively, “Transaction Parties”.

  • Environmental Insurance Policy means, with respect to any Mortgage Loan or the related Mortgaged Property or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgage Loan, Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.

  • Environmental Reports means each and every “Phase I Environmental Site Assessment” (and, if applicable, “Phase II Environment Site Assessment”) as referred to in the ASTM Standards on Environmental Site Assessments for Commercial Real Estate, E 1527-2000 and an asbestos survey, with respect to each Mortgaged Property, prepared by one or more Environmental Auditors and delivered to Lender and any amendments or supplements thereto delivered to Lender.

  • Responsible Parties means all Retailers and Customers, including Transmission Load Customers, Distribution Load Customers, DG Customers, MG Customers or agents of the foregoing;

  • Warrantors means the Founders, the Founder Holdcos and the Group Companies.

  • Foreign Guarantors means and includes each Foreign Borrower and each Foreign Subsidiary Guarantor.

  • Note Parties means, collectively, the Issuer and each Guarantor.

  • Loan Parties means, collectively, the Borrower and each Guarantor.

  • Buyer Parties has the meaning set forth in the Preamble.

  • U.S. Credit Parties means, collectively, the US Borrowers and the US Subsidiary Guarantors.

  • Initial Guarantor has the meaning set forth in the preamble hereto.

  • Loan Parties’ Agent means Xxxxxxxx Group Holdings Limited (formerly known as Rank Group Holdings Limited).

  • U.S. Loan Parties means the U.S. Borrowers and the U.S. Guarantors.

  • Environmental Agreement means the Environmental Indemnification and Release Agreement of even date herewith by and between Borrower and Lender pertaining to the Property, as the same may from time to time be extended, amended, restated or otherwise modified.