Xadies and Gentlemen definition

Xadies and Gentlemen. We are acting as your counsel in connection with the execution and delivery by you of a certain Reference Trust Agreement (the "Trust Agreement"), dated as of today's date, between Advisors Asset Management, Inc., as Depositor, Evaluator and Supervisor (the "Depositor", "Evaluator" and "Supervisor"), and you, as Trustee, establishing the Trust, and the execution by you, as Trustee under the Trust Agreement, of receipts for units evidencing ownership of all of the units of fractional undivided interest (such receipts for units and such aggregate units being herein respectively called "Receipts for Units" and "Units") in the Trust, as set forth in the prospectus, (the "Prospectus") included in the registration statement on Form S-6, as amended to the date hereof (the "Registration Statement"), relating to the Trust. The Trust consist of the securities listed under "Portfolio" in the Prospectus, including delivery statements relating to contracts for the purchase of certain securities not yet delivered and cash, cash equivalents or an irrevocable letter or letters of credit, or a combination thereof, in the amount required to pay for such purchases upon the receipt of such securities (such securities, delivery statements and cash, cash equivalents, letter or letters of credit being herein called the "Portfolio Assets"). We have examined the Trust Agreement, and originals (or copies certified or otherwise identified to our satisfaction) of such other instruments, certificates and documents as we have deemed necessary or appropriate for the purpose of rendering this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid instruments, certificates and documents. Based on the foregoing, we are of the opinion that:
Sample 1Sample 2Sample 3
Xadies and Gentlemen. Diamond Cable Communications Plc (the "Company") proposes to make an offer (the "Exchange Offer") to exchange its 10 3/4% Senior Discount Notes due February 15, 2007 (the "Old Notes") for its 10 3/4% Senior Discount Notes due February 15, 2007 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July __, 1997 (the "Prospectus"), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the "Notes". Terms used but not defined herein shall have their meanings given them in the Prospectus.
Sample 1
Xadies and Gentlemen. We have acted as counsel to Sunstrand Corporation, a Delaware corporation ("Company"), in connection with (i) the Merger, as defined and described in the Agreement and Plan of Merger, dated as of February 21, 1999 (the "Merger Agreement"), among United Technologies Corporation, a Delaware corporation ("Parent"), HSSail, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Company and (ii) the preparation and filing of the joint proxy statement/prospectus with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on May 7, 1999 (the "Proxy Statement"). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Merger Agreement. In connection with this opinion, we have examined the Merger Agreement, the Proxy Statement and such other documents and corporate records as we have deemed necessary or appropriate in order to enable us to render the opinion below. For purposes of this opinion, we have assumed (i) the validity and accuracy of the documents and corporate records that we have examined, and the facts and representations concerning the Merger that have come to our attention during our engagement, and (ii) that the Merger will be consummated in the manner described in the Merger Agreement and the Proxy Statement. In our opinion, the discussion set forth in the above captioned Proxy Statement under the heading "Material Federal Income Tax Consequences" constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences generally applicable to a holder of Company Common Stock who receives the Merger Consideration in exchange for its Company Common Stock pursuant to the Merger Agreement. This opinion is delivered in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). This letter is furnished to you solely for use in connection with the Merger, as described in the Merger Agreement and the Proxy Statement, and is not to be used, circulated, quoted, or otherwise referred to for any other purpose without our express written permission. In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the filing of this opinion as an exhibit to the Proxy Statement and to the reference to our firm name under the headings "THE ...
Sample 1

Examples of Xadies and Gentlemen in a sentence

  • One Xxxxxx Xxxxx Xxxxxx, XX 00000 Xadies and Gentlemen: An Agreement and Plan of Merger dated as of October 29, 1998 (the "Agreement") has been entered into by and among Eclipsys Corporation, a Delaware corporation ("Eclipsys"), Fitness Merger Corp., a Massachusetts corporation and a wholly-owned subsidiary of Eclipsys (the "Sub"), and Transition Systems, Inc., a Massachusetts corporation ("TSI").

  • As Initial Purchasers c/o BANC OF AMERICA SECURITIES LLC 231 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Xadies and Gentlemen: Introduction.

  • Xxxxxxxxx Chairman and Chief Executive Officer EXHIBIT A-1 FORM OF COMPANY AFFILIATE LETTER General Dynamics Corporation 3190 Xxxxxxxx Xxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000-0000 Xadies and Gentlemen: General Dynamics Corporation, a Delaware corporation, Tara Xxxuisition Corporation, a Delaware corporation, and Gulfstream Aerospace Corporation, a Delaware corporation, are parties to an Agreement and Plan of Merger dated as of May 16, 1999 (the "Merger Agreement").

  • Xadies and Gentlemen: We have acted as counsel to Iridium Operating LLC, a Delaware limited liability company (the "Company"), in connection with the Senior Guaranteed Credit Agreement (the "Credit Agreement"), dated as of December 23, 1998, among the Company and you.

  • I was working on the project myself before they kicked me out." She seemed troubled.

  • Xxxxx Xadies and Gentlemen: This irrevocable Notice of Conversion/Continuation (the "Notice") is delivered to you under Section 2.08 of the Credit Agreement dated as of September 11, 1998 (as amended, restated or otherwise modified, the "Credit Agreement"), by and among Belk, Xxc.

  • Result(s): The Companies participating in the EITI process will be at least 400 by December 2017.Size of Local Development Fund will go from US$0 in 2015 to US$5 million in December 2017.The overall goal is to get more transparency in the sector and greater contribution to local community development.

  • In addition, if feedback has to be provided instantaneously, then the decision whether the word was read correctly or not also has to be instantaneous and it has to be based on single observations, which, of course, is quite challenging.

  • Xadies and Gentlemen: We have been asked to render this opinion in connection with the merger (the "Merger") among BF Acquisition Group III, Inc., a Florida corporation ("BF Acquisition Group"); Imprints Plus, Inc., a Delaware corporation ("Imprints Plus"); FundraisingDirect.com, Inc., a Delaware corporation ("FundraisingXxxxxx"); xxx XXX Xxxdraising, Inc., a Delaware corporation ("IPI Fundraising" or the "Surviving Corporation").

  • Xxxxx Xadies and Gentlemen: This irrevocable Notice of Conversion/Continuation (the "Notice") is delivered to you under Section 2.08 of the Credit Agreement dated as of May 30, 2000 (as amended, restated or otherwise modified, the "Credit Agreement"), by and among Belk, Xxc.


More Definitions of Xadies and Gentlemen

Xadies and Gentlemen. We refer to the Note Agreement dated as of June 22, 1997 (as amended or otherwise modified from time to time, the "Note Agreement"), between the undersigned (the "Borrower") and Nomura Asset Capital Corporation. Capitalized terms used herein but not defined herein are used herein with the same meanings as are ascribed to them in the Note Agreement. The Borrower hereby gives the Lender notice pursuant to Section 4.05 of the Note Agreement that the Borrower requests a Mortgage Loan under the Note Agreement and, in that connection, sets forth below the information relating to such proposed borrowing (the "Proposed Borrowing") as required by Section 4.05 of the Note Agreement.
Sample 1
Xadies and Gentlemen. We have acted as counsel to 150 John Hancock with respect to the Loan Agreement (Real Estate) dxxxxixxx xxxve (the "Loan Agreement"), the Escrow Agreement (Real Estate) of even date therewith (the "Escrow Agreement") among Lender, Issuer, Borrower, and National City Bank of Minneapolis, as escrow agent, the Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing of even date therewith (the "Mortgage"), the Assignment of Rents and Leases of even date herewith (the "Assignment"), the Certificate and Indemnity Agreement Regarding Hazardous Substances of even date therewith(the "Hazardous Substances Agreement"), and various related matters and, in this capacity, have reviewed a duplicate original or certified copy of each of the Agreements (defined below). The Loan Agreement, the Escrow Agreement, the Mortgage, the Assignment, the Hazardous Substances Agreement and the Statement as to Tax Exempt Status, may be referred to herein collectively as the "Agreements." We have examined the Agreements and such records, certificates, and other documents and have made such other investigation as we consider necessary to render this opinion. As to various questions of fact material to our opinion, we have relied upon representations made in or pursuant to the Agreements and upon certificates of officers of 150 John Hancock. We have assumed the genuineness of all signatures (xxhxx xxxx the signatures of the officers of 150 John Hancock to the Agreements), the authenticity of all documexxx sxxxxxxxd to us as originals, and the conformity to original documents of all documents submitted to us as copies. References in this opinion to matters known to us mean the actual knowledge of the attorneys of this firm responsible for preparing this opinion after inquiry of appropriate officers of Borrower. This opinion is limited to the laws of The Commonwealth of Massachusetts and the federal laws of the United States. Based on the foregoing, and subject to the conditions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
Sample 1

Related to Xadies and Gentlemen

  • Ladies and Gentlemen For value received, the undersigned beneficiary hereby irrevocably transfers to:

  • and Gentlemen We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 2822 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture.

  • Gentlemen Congress Financial Corporation (Southern) ("Lender") and Borrower have entered into certain financing arrangements pursuant to which Lender may make loans and advances and provide other financial accommodations to Borrower as set forth in the Loan and Security Agreement, dated of even date herewith, by and between Borrower and Lender (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the "Loan Agreement"), and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this Guarantee (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the "Financing Agreements"). Due to the close business and financial relationships between Borrower and the undersigned ("Guarantor"), in consideration of the benefits which will accrue to Guarantor and as an inducement for and in consideration of Lender making loans and advances and providing other financial accommodations to Borrower pursuant to the Loan Agreement and the other Financing Agreements, Guarantor hereby agrees in favor of Lender as follows:

  • And whereas The Lessor agrees to lease to the Lessee the Leased Premises in unprotected lease in accordance with the provisions set forth in this Agreement;

  • Contact Name Date: Address: Phone: City: State: Zip Code: Email:

  • Related Bodies Corporate has the meaning given to that term in the Corporations Xxx 0000 (Cth).

  • the International Bureau means the International Bureau of the World Intellectual Property Organization.

  • Self-Administration of Medication means the individual manages and takes his or her own medication, identifies his or her medication and the times and methods of administration, places the medication internally in or externally on his or her own body without staff assistance upon written order of a physician, and safely maintains the medication without supervision.

  • Mobile Banking means the banking services accessible from the Device you have registered with us for Mobile Banking.

  • ABN means Australian Business Number.

  • FIFA means the Federation Internationale de Football Association.

  • Place of public accommodation means any building or structure in which goods are supplied or services performed, or in which the trade of the general public is solicited.

  • reporting_reference_date immediate_parent_undert aking_identifier";"ultimate_parent_undertaking_identif ier" Alpha-numeric Semicolon-separated string of all column names. Field names are put in double quotation marks. 1 reporting_agent_identifier Variable characters (50) 50 riad counterparty domain 2 counterparty_identifier Variable characters (60) 60 identifier domain 3 reporting_reference_date Date reporting reference date 4 immediate_parent_undertaking_identifier Variable characters (60) 60 identifier domain 5 ultimate_parent_undertaking_identifier Variable characters (60) 60 identifier domain 2.4.42 protection_provider_default_data.csv 1 "reporting_agent_identifier";"obsrvd_agnt_cd";"count erparty_identifier";"reporting_reference_date";"crdt_q lty_dflt_stts_ancrdt_cllctn_code";"dt_dflt_stts" Alpha-numeric Semicolon-separated string of all column names. Field names are put in double quotation marks. 1 reporting_agent_identifier Variable characters (50) 50 riad counterparty domain 2 obsrvd_agnt_cd Variable characters (50) 50 riad counterparty domain 3 counterparty_identifier Variable characters (60) 60 identifier domain 4 reporting_reference_date Date reporting reference date 5 crdt_qlty_dflt_stts_ancrdt_cllctn_code Variable multibyte (255) 255 code 6 dt_dflt_stts Date date with exclusions

  • international agreement means the Multilateral Convention for Mutual Administrative Assistance in Tax Matters, any bilateral or multilateral Tax Convention, or any Tax Information Exchange Agreement to which the Member State is a party, and that by its terms provides legal authority for the exchange of tax information between jurisdictions, including automatic exchange of such information.

  • Mizuho means Mizuho Bank, Ltd.

  • DEAR means the DOE Acquisition Regulations, including all amendments and changes thereto in effect on the effective date of this Agreement.

  • The crime of apartheid means inhumane acts of a character similar to those referred to in paragraph 1, committed in the context of an institutionalized regime of systematic oppression and domination by one racial group over any other racial group or groups and committed with the intention of maintaining that regime;

  • Macquarie means Macquarie Group Limited.

  • Administration of Medication means the act of placing a medication in or on an individual's body by a staff member who is responsible for the individual's care.

  • OHF means the Ontario Hockey Federation (or such other name as the OHF may in the future legally adopt);

  • the SSCBA means the Social Security Contributions and Benefits Act 1992;

  • Print Name Signature: Date:

  • Securities and Futures Ordinance means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);

  • Internet Banking means the service we offer by which you can access and transact on a nominated account by using a personal computer and accessing via our website. This includes transactions processed through the mobile banking facility as well as the smartphone app facility.

  • dBA means sound pressure level measured on the "A" weight scale in decibels.

  • Law relating to a public servant s office or employment” means a law that specifically applies to a person acting in the capacity of a public servant and that directly or indirectly imposes a duty on the public servant or governs the conduct of the public servant. Penal Code 39.01(1)