Enforceability Opinion definition

Enforceability Opinion means an executed original of a written legal opinion from counsel for Seller (such counsel to be reasonably acceptable to Buyer), concerning this Agreement and the Ancillary Documents (including enforceability and due authorization thereof) and related matters, in form and substance satisfactory to Buyer and its counsel, dated as of the Effective Date and addressed to Buyer.
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Enforceability Opinion means a reasoned opinion of Xxxxxx’s outside legal counsel in a form reasonably acceptable to Buyers’ Agent, and addressed to Xxxxxx, as to the enforceability and due authorization of this Agreement.
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Enforceability Opinion. The favorable legal opinion of counsel to the Borrower and the Guarantor reasonably acceptable to the Majority Banks qualified to practice in the State in which such Real Estate is located, addressed to the Banks and in form and substance satisfactory to the Majority Banks as to the enforceability of such Security Documents (including the opinion that the Special Security Documents and the agreement herein for the future recording thereof are enforceable between the parties thereto, with appropriate qualifications acceptable to the Majority Banks as to the enforceability against third parties prior to recordation thereof) and such other matters as the Majority Banks shall reasonably request.
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Examples of Enforceability Opinion in a sentence

  • Opinion of Xxxxxxxx’s Counsel on Origination of Mortgage Loan [with Enforceability Opinion] (6401).

  • Monitoring Strategy The ACAD1 site is considered to be adequate for assessing reasonable progress goals of the Acadia National Park by the State of Maine and no additional monitoring sites or equipment are necessary at this time.

  • AT has obtained an Enforceability Opinion in which AT’s legal adviser Buddle Findlay has confirmed (subject to the assumptions and qualifications therein) the Guarantor's obligations under the Deed of Guarantee and Indemnity are valid, binding and enforceable and that document is, from a legal perspective, in order for execution by AT.

  • The 2012 Report states that a choice-of-law opinion should not be so construed, but it could be implied in the Enforceability Opinion.

  • With respect to the observations referred to in paragraph 62 above, given the broad support for the wording of draft guideline 3, the Special Rapporteur is of the view that the concerns of Brazil and the United States can be addressed in the commentary.69.

  • Ultimately, AT has obtained the Enforceability Opinion (Attachment 2) in which Buddle Findlay confirms, subject to the qualifications and assumptions therein, the Guarantor's obligations under the Deed of Guarantee are valid, binding and enforceable and that document is, from a legal perspective, in order for execution by AT.

  • The programmes were planned in advance of the ensuing agricultural season taking into consideration the cropping pattern and farming system.

  • Thus, the generic exception includes two elements: (i) a “take away” in which the opinion giver disclaims the “each and every” interpretation of the Enforceability Opinion and notes that many other terms and provisions may not be enforceable and (ii) a “give back” in which the opinion giver notes that, despite the take away, some remedy is available in the event of a material default.

  • As alluded to in the AT procured Enforceability Opinion (Attachment 2), the Deed of Guarantee is governed by New Zealand law and consequently it is considered the Ashurst Legal Opinion does not extend to an opinion as to the binding and enforceable nature of the Deed of Guarantee against the Guarantor as required under the CRL Stations Maintenance Agreement.

  • But I want to state that only the Vice Chairman and I or those we designate specifically will be able to speak officially for the Commission.


More Definitions of Enforceability Opinion

Enforceability Opinion means a written opinion for the benefit of Tenant, in reasonable and customary form, which provides that (i) each Guarantor and the Reimbursement Obligor is duly organized, (ii) each Guarantor duly authorized the execution and delivery of the Guaranty, (iii) the Reimbursement
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Related to Enforceability Opinion

  • Enforceability Limitations means limitations on enforcement and other remedies by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally or general principles of equity.

  • Enforceability Exceptions has the meaning set forth in Section 3.2.

  • General Enforceability Exceptions has the meaning set forth in Section 4.1.

  • 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.

  • 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.

  • 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.

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

  • Validity means being:

  • 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.

  • Environmental Indemnity means that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Borrower Principal in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

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

  • 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.

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

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

  • 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 will be debt for United States federal income tax purposes.

  • Insolvency Opinion means that certain non-consolidation opinion letter dated the date hereof delivered by Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP in connection with the Loan.

  • Impermissible Qualification means, relative to the opinion or certification of any independent public accountant as to any financial statement of the Borrower, any qualification or exception to such opinion or certification:

  • Bankruptcy Exception means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.

  • NRSRO Certification A certification executed by a NRSRO in favor of the Issuer and the Information Agent that states that such NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule 17g-5(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.

  • 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.

  • 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.

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

  • Bankruptcy and Equity Exception means that this Agreement is, when executed and delivered by such member(s) of the Seller Group and assuming the due authorization, execution and delivery hereof by the members of the Purchaser Group that are (or are contemplated to be) party hereto, will be, legal, valid and binding obligations of such members of the Seller Group enforceable in accordance with their terms, subject to receivership, conservatorship and supervisory powers of bank regulatory agencies, bankruptcy, rehabilitation, liquidation, insolvency reorganization, moratorium, fraudulent transfer, preferential transfer and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally and to general equity principles.

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

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