Other Covered Laws definition
Other Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Underwriting Agreement, the Indenture and the Securities; provided, however, that such term does not include federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or, except as set forth above, any law that is applicable to the Company, its affiliates, the Underwriting Agreement, the Indenture, the Securities or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets.
Other Covered Laws means the Federal laws of the United States and the laws of the State of New York (including, in each case, the published rules and regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the MTNE Distribution Agreement and any applicable Terms Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Guarantor, the MTNE Distribution Agreement, any applicable Terms Agreement, the Securities, the Indenture or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or the Guarantor or the Guarantor’s affiliates due to its or their status, business or assets (including any such regime applicable to banks, bank holding companies or broker-dealers), or solely for purposes in the opinion in paragraph [(9)][(10)] above, any Federal or state securities laws. With respect to our opinion set forth in paragraphs (3) and [(8)][(9)] above, we note that the Guarantor and each of its transactions, including those contemplated in the MTNE Distribution Agreement, any applicable Terms Agreement and the Indenture, are also subject to (i) general provisions of the Banking Laws prohibiting the Guarantor from engaging in unsafe and unsound practices, (ii) the U.S. Federal Reserve Act, relating to transactions among the Guarantor and the Guarantor’s affiliates, and (iii) other requirements of a prudential nature that are set forth in the Banking Laws, as to all of which we express no opinion. In connection with our opinion set forth in paragraph [(11)][(12)] above, we have assumed, without independent verification, that the statements set forth in Annex A hereto are true and that the Company will conduct its operations as stated in Annex A, notwithstanding that the statements reflect intentions of the Company. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have relied as to certain matters upon information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be re...
Other Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Underwriting Agreement, the Indenture and the Securities; provided, however, that such term does not include federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or, except as set forth above, any law that is applicable to the Company, its affiliates, the Underwriting Agreement, the Indenture, the Securities or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets. prudential nature that are set forth therein; provided further, that insofar as performance by the Company of its obligations under the Underwriting Agreement, the Indenture and the Securities is concerned, we express no opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.
More Definitions of Other Covered Laws
Other Covered Laws means the Federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Opinion Documents, and the General Corporation Law of the State of Delaware; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or, except as set forth above, any law that is applicable to the Company or its affiliates due to its or their status, business or assets. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have also relied as to certain matters upon information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimen thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. Very truly yours,
Other Covered Laws means the Federal laws of the United States, the statutory laws of the State of New York and the General Corporation Law of the State of Delaware (including the published rules and regulations thereunder) that in our experience normally are applicable to general business corporations and the issuance, sale and delivery of the Securities; provided, however, that such term does not include Federal or state securities laws, antifraud laws or fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Selling Stockholder, the Underwriting Agreement, the Securities or the issuance, sale or delivery thereof solely as part of a regulatory regime applicable to the Company, the Selling Stockholder or their affiliates due to their or their affiliates’ status, business or assets. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. The opinion expressed in paragraph (12) is limited to the effect of Article 8 of the Uniform Commercial Code of the State of New York (the “UCC”). All terms that are used in the opinion expressed in paragraph (12) (and related assumptions) and are defined in the UCC, but not defined in the Underwriting Agreement, have the meanings set forth in Article 8 of the UCC or the definitions appearing elsewhere in the UCC and used in Article 8. For purposes of the opinions expressed in paragraph (12), we have assumed that 15,300,000 shares of Common Stock have been credited to the account of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as Underwriters. We have also relied as to certain matters upon information obtained from public officials, officers of the Company and the Selling Stockholder and other sources believed by us to be responsible, and we have assumed that the outstanding shares of Common Stock, including the Securities, have been duly recorded by a transfer agent and duly registered by a Registrar thereof in the direct registration system of the Company and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. This letter is furnished by us, as counsel to the Company, BNPP and the Selling Stockholder, to you, as Underwriters, solely for your benefit in your capacity as such, and may not be relied upo...