Whenever our opinion definition

Whenever our opinion herein with respect to the existence (or absence) of facts is qualified by the phrase "to the best of our knowledge," it is intended to indicate that, during the course of our 103 representation of the Borrower, no information has come to our attention which would give us actual knowledge of the existence (or absence) of such facts. We have undertaken no on site inspection whatsoever of any of the Stations and, except as otherwise specifically stated herein, we have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence (or absence) of such facts should be drawn from the fact of our representation of the Borrower. We are admitted to practice law in the District of Columbia. We address herein only matters within the jurisdiction of the FCC under the Communications Act of 1934, as amended, and the rules, regulations and published orders of the FCC (Collectively, the "Communications Laws") applicable to the Stations. We express no opinion as to matters arising under or involving any other laws. Based upon the subject to the foregoing, it is our opinion that:
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Whenever our opinion herein is qualified by the phrase "to our knowledge," or any other phrase of similar import, it is intended to indicate that the current actual knowledge of the attorneys within this firm actively engaged in the representation of the Borrower or the Guarantor is not inconsistent with that portion of the opinion which such phrase qualifies; our use of such phrases shall not indicate that we have made, and, in fact we have not made, an independent investigation concerning the accuracy or veracity of the representations or warranties or statements of fact contained in any of the Transaction Documents, the Officer's Certificates, the Maryland Certificate, the Tennessee Certificate, the Georgia Certificate or any other documents identified in the preceding paragraph, or that we have made any review of any files, documents or other materials relating to the Borrower or Guarantor which have come into our possession in connection with any transactions other than the transactions contemplated by the Transaction Documents. We have not made any independent review or investigation of orders, judgments or decrees by which the Borrower or Guarantor is or may be bound, nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Borrower, and we have made no searches of any litigation dockets or any other public records. Except to the extent set forth in the following sentence, our opinions herein are limited to the laws of the State of Georgia and the federal laws of the United States of America. To the extent that the opinions expressed below involve matters governed by the General Corporation Law of Maryland or the Tennessee Business Corporation Act, with your permission, we have based our opinions solely on, and limited our review to, the applicable provisions of those statutes, as reported and annotated in Aspen Law & Business/Prenxxxx-Xxxx Xxxormation Services, Corporation Statutes, State Statutes, Volume 4 and Volume 7 (1994: as updated through January, 1998). We are not admitted to the bar of any state other than the State of Georgia. 139 SunTrust Bank, Atlanta, as Agent First Union National Bank and NationsBank, N.A., as Co-Agents And the Lenders from time to time party to The Credit Agreement hereafter described _______________, 1998 Page 4 Based on and subject to the foregoing and such other qualifications as are set forth below, we are of the opinion that:
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Whenever our opinion herein with respect to the existence or absence of facts is indicated to be based upon our knowledge (or like terms), such expression means that in the course of the representation of the Company and Acquisition Sub by the attorneys of this Firm having primary responsibility for the preparation and review of the Offer Document, nothing has come to such persons' attention that would give them actual knowledge of the existence or absence of such facts. Except for obtaining the certificates of public officials and officers and representatives of the Company referred to above and except as set forth in the immediately preceding paragraph of this letter, we have undertaken no independent factual investigation to determine the existence or absence of such facts. With respect to the opinions set forth in numbered paragraph 12. and in numbered paragraphs 8.(ii) and 9.(ii) insofar as they relate to compliance with the 1933 Act, we have relied, without independent verification, upon (a) the accuracy of the representations and warranties of the holders of the LLC Interests contained in their respective Letters of Transmittal, and (b) the accuracy of the Officers' Certificate of the ________ of the Company, dated the date hereof, with BC Equity Funding, L.L.C. Market Partners, L.L.C. _______ __, 1998 Page 7 respect to certain factual matters relating to the offer and sale by the Company and Acquisition Sub of BCI Preferred Stock and BCI Common Stock pursuant to the Merger. In addition, we have assumed, with your permission, that (i) none of the Company, Acquisition Sub nor any person on behalf of either of them has engaged in any form of general solicitation or general advertising (as such terms are used in Rule 502(c) promulgated pursuant to the 0000 Xxx) in connection with the offer and sale of the BCI Preferred Stock and BCI Common Stock pursuant to the Merger, (ii) neither the Company nor Acquisition Sub has made or will in the future make any offer or sale of securities that would be integrated (as contemplated by Rule 502(a) promulgated pursuant to the 0000 Xxx) with the offer and sale of the BCI Preferred Stock and BCI Common Stock pursuant to the Merger, and (iii) the Company will file a Form D as contemplated by Rule 503 promulgated pursuant to the 1933 Act within fifteen days of the Effective Time. [Counsel shall be entitled to include such other assumptions, exceptions and qualifications as are reasonably acceptable to counsel for the Pooled Preferred Negot...
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Examples of Whenever our opinion in a sentence

  • Whenever our opinion, with respect to the existence or absence of facts, is qualified by the phrase “to our knowledge” or a phrase of similar import, it indicates that during the course of our representation of the Operating Partnership in connection with the subject transaction no information has come to the attention of our attorneys who have worked on the subject transaction which would give us current actual knowledge of the existence or absence of such facts.

  • Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge, we are referring to the actual current knowledge of partners, of counsel and associates of Tarter Krinsky & Drogin LLP who have had substantive involvement in the representation of the Company in connection with this transaction.

  • Whenever our opinion herein with respect to the existence or absence of facts is qualified by the phrase “to our knowledge,” “known to us,” “come to our attention,” or similar language, it is intended to indicate that during the course of our representation of the Company, no information has come to our attention which would give us actual knowledge of the existence or absence of such facts.

  • Whenever our opinion herein with respect to the existence or absence of facts is indicated to be based on our knowledge or awareness, it is intended to signify that during the course of our representation of the Company, no information has come to our attention which would give us actual knowledge of such facts, or the absence of such facts, as the case may be.

  • Whenever our opinion or confirmation herein with respect to the existence or absence of facts is indicated to be based upon our knowledge or belief, it is intended to signify that, during the course of our representation of the Ohio Guarantors no information has come to the attention of the attorneys who participated in the representation which would give us actual knowledge of the existence or absence of such facts.

  • Whenever our opinion refers to Registered Subordinate Voting Shares whether issued or to be issued, as being “fully paid and non-assessable”, such opinion indicates that a holder of such Registered Subordinate Voting Shares cannot be required to contribute any further amounts to the Corporation by virtue of its status as holder of such shares.

  • Whenever our opinion refers to Common Shares to be issued as being “fully paid and non-assessable”, such opinion indicates that the holder of such Securities cannot be required to contribute any further amounts to the Company by virtue of his, her or its status as holder of such Securities, either in order to complete payment for the Securities, to satisfy claims of creditors or otherwise.

  • Whenever our opinion refers to Shares to be issued as being “fully paid and non-assessable”, such opinion indicates that the holder of such Shares cannot be required to contribute any further amounts to the Corporation by virtue of his, her or its status as holder of such Shares, either in order to complete payment for the Shares, to satisfy claims of creditors or otherwise.

  • Whenever our opinion, with respect to the existence or absence of facts, is qualified by the phrase "to our knowledge" or a phrase of similar import, it indicates that during the course of our representation of the Operating Partnership in connection with the subject transaction no information has come to the attention of our attorneys who have worked on the subject transaction which would give us current actual knowledge of the existence or absence of such facts.

  • Whenever our opinion refers to Common Shares to be issued as being “fully paid and non-assessable”, such opinion indicates that the holder of such Securities cannot be required to contribute any further amounts to the Corporation by virtue of his, her or its status as holder of such Securities, either in order to complete payment for the Securities, to satisfy claims of creditors or otherwise.


More Definitions of Whenever our opinion

Whenever our opinion herein with respect to the existence or absence of facts is qualified by the phrase "to our knowledge" or words of similar import, it is intended to indicate that no information has come to the attention of lawyers currently with our Firm who have worked on the transactions contemplated by the Agreement which would give us actual knowledge of the existence or absence of such fact, as appropriate. Moreover, we have not undertaken any independent investigation to determine the existence or absence of such facts, and any limited inquiries made by us during the preparation of this opinion should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company. Our examination of law relevant to the matters covered in this opinion is limited to federal law and the laws of the Commonwealth of Pennsylvania and the Delaware 4 Exhibit D General Corporation Law. We express no opinion with respect to matters governed by the laws of any other jurisdiction. We also express no opinion with respect to matters relating to RMH Teleservices International, Inc. or 000xxx.xxx GP, LLC. This opinion speaks only as of the date hereof and we do not have, nor do we assume, any obligation to advise you of any changes in facts or in applicable laws which may affect our opinion. This opinion is solely for the benefit of the addressees hereof for use in connection with the transactions contemplated by the Agreement and may not be relied upon by any other person or for any other purpose without our express written consent. Sincerely, Schedules to Stock Purchase Agreement Schedule 2.3 ------------ As of September 26, 2001, there were 1,079,935 outstanding options to purchase shares of common stock at a weighted average exercise price of $4.00 per share. As of September 26, 2001, there were 199,735 options to purchase shares of common stock available for future issuance under the RMH Teleservices, Inc. 1996 stock incentive plan. Schedule 2.21 ------------- ThinkEquity Partners LLC, which is acting as placement agent for this offering, will be paid a cash fee equal to five percent (5%) of the total purchase price of the securities sold in this offering and will be issued warrants to purchase shares of common stock in an amount equal to five percent (5%) of the shares of common stock sold in this offering at an exercise price equal to 125% of the price a...
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Related to Whenever our opinion

  • 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.

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

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Covenant Compliance Certificate means a properly completed and executed Covenant Compliance Certificate substantially in the form of Exhibit X hereto.

  • 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.

  • 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.

  • Actuarial opinion means the opinion of an appointed actuary regarding the adequacy of the reserves and related actuarial items based on an asset adequacy analysis in accordance with subrule 5.34(6) and with applicable actuarial standards.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

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

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

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

  • 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.

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • 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.

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

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Unqualified Tax Opinion means an unqualified “will” opinion of a law firm of nationally recognized standing in the field of taxation. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • 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.

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

  • Officer’s Compliance Certificate means a certificate of the chief financial officer or the treasurer of the Borrower substantially in the form attached as Exhibit F.

  • Additional Insolvency Opinion shall have the meaning set forth in Section 4.1.30(c) hereof.