Collateral Assumptions Sample Clauses
Collateral Assumptions. The opinions and advice contained in our letter are subject to the following assumptions:
(a) Each Loan Party which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof.
(b) Value (as defined in Section 1-201(44) of the New York UCC) has been given by the Lenders to each Loan Party for the security interests and other rights in and assignments of Collateral described in or contemplated by the Loan Documents.
(c) The descriptions of Collateral in the Security Agreement and all Financing Statements reasonably describe the property intended to be described as Collateral.
(d) The representations made by each Loan Party in the Loan Documents to which it is a party with respect to its jurisdiction of organization and chief executive office are true and correct.
(e) The information regarding the secured party listed on each Financing Statement is accurate and complete in all respects. None of the opinions or advice contained in our letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. except with respect to the Investment Company Act of 1940, as amended, to the extent of our opinion in opinion paragraph 11 of our letter, and federal securities laws and regulations (including all other laws and regulations administered by the United States Securities and Exchange Commission), state “Blue Sky” and other securities laws and regulations (including all rules and regulations administered by NYSE, FINRA and any other securities or other regulatory authorities), and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;
2. pension and employee benefit laws and regulations (e.g., ERISA);
3. other than to the extent of our opinions in opinion paragraph 10 of our letter, federal and state laws and regulations concerning filing and notice requirements (such as the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1986, as amended, and the Exon-▇▇▇▇▇▇ Act, as amended) other than requirements applicable to charter-related documents such as a certificate of merger;
4. federal and state antitrust and unfair competition laws and regulations;
5. compliance with fiduciary duty requirements;
6. the statutes and ordinances, the ...
Collateral Assumptions. The opinions and advice contained in our letter are subject to the following assumptions:
a. Each Transaction Party (i) has the requisite title and rights to any property involved in the Transactions including, without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof.
b. The descriptions of Collateral in the Transaction Documents and the Financing Statements authorized by the Transaction Parties reasonably describe the property intended to be described as Collateral.
c. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to each Transaction Party for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Documents.
d. The representations made by each Transaction Party in the Transaction Documents with respect to its jurisdiction of organization and its chief executive office are and will remain true and correct.
e. All information regarding the secured party on the Financing Statements is accurate and complete in all respects.
f. The address for the Collateral Agent set forth in the Financing Statements is an address from which information concerning the applicable security interest may be obtained.
Collateral Assumptions. The opinions and advice contained in our letter are subject to the following assumptions:
(a) Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Operative Documents.
(b) The descriptions of Collateral in the Operative Documents and the financing statement delivered in connection therewith (including the Financing Statement as defined in the 2005 Opinion) reasonably describe the property intended to be described as Collateral.
Collateral Assumptions. The opinions and advice contained in our opinion letter are subject to the following assumptions:
a. Each of the Credit Parties which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to any property involved in the Transactions including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof.
b. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Agreements.
c. The descriptions of Collateral in the Transaction Agreements and the financing statements executed or delivered in connection therewith accurately describe the property intended to be described as Collateral.
d. All information regarding the secured party on the financing statements is accurate and complete in all respects. None of our opinions contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
Collateral Assumptions. The opinions and advice contained in our opinion letter are subject to the following assumptions:
a. Each of the Credit Parties which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to any property involved in the Transactions including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof.
b. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Agreements.
c. The descriptions of Collateral in the Transaction Agreements and the financing statements executed or delivered in connection therewith accurately describe the property intended to be described as Collateral.
d. All information regarding the secured party on the financing statements is accurate and complete in all respects.
e. Immediately prior to giving effect to Amendment No. 3 to Credit Agreement, Amendment No. 1 to Pledge and Security Agreement, Amendment No. 1 to Parent Guaranty and Amendment No. 1 to Subsidiary Guaranty (each as defined herein), respectively, each of the Existing Credit Agreement, Existing Security Agreement, Existing Parent Guaranty and Existing Subsidiary Guaranty (each as defined herein), respectively, constitutes a valid and binding obligation of each party thereto and is enforceable against each party thereto in accordance with its terms (subject to the qualifications, exclusions and other limitations similar to those applicable to our letter) and have not been amended or otherwise modified, except in the case of the Existing Credit Agreement since the Amendment No. 2 Effective Date. None of our opinions contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. Except with respect to the Investment Company Act of 1940, as amended, to the extent of our opinion paragraph 10, federal securities laws and regulations, state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;
2. pension and employee benefit laws and regulations (e.g., ERISA);
3. Federal and state antitrust and unfair competi...
Collateral Assumptions. The opinions and advice contained in opinion paragraphs 8 and 9 of our letter are subject to the following assumptions:
(a) Each Credit Party (i) has the requisite title and rights to any Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof.
(b) The descriptions of Collateral in the Operative Documents reasonably describe the property intended to be described as Collateral.
(c) The representations made by each Credit Party in the Operative Documents to which it is a party with respect to its jurisdiction of organization and location (as defined in any applicable UCC) are and will remain true and correct.
(d) The address of the secured party listed on the Financing Statements is an address from which information concerning the security interest may be obtained.
(e) Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Operative Documents.
(f) All information regarding the secured party on the Financing Statements is accurate and complete in all respects.
Collateral Assumptions. The opinions and advice contained in our opinion letter are subject to the following assumptions:
a. Each of the Credit Parties which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to any property involved in the Transactions including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof.
b. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Agreements.
c. The descriptions of Collateral in the Transaction Agreements and the financing statements executed or delivered in connection therewith accurately describe the property intended to be described as Collateral.
d. All information regarding the secured party on the financing statements is accurate and complete in all respects. None of our opinions contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. Federal securities laws and regulations, state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;
2. pension and employee benefit laws and regulations (e.g., ERISA);
3. Federal and state antitrust and unfair competition laws and regulations;
4. other than to the extent of our opinions in opinion paragraph 7, Federal and state laws and regulations concerning filing and notice requirements (such as the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1986, as amended, and the Exon-▇▇▇▇▇▇ Act, as amended);
5. compliance with fiduciary duty requirements;
6. the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level — e.g., water agencies, joint power districts, turnpike and tollroad authorities, rapid transit districts or authorities, and port authorities) and judicial decisions to the extent that they deal with any of the foregoing;
7. fraudulent transfer and fraudulent conveyance laws;
8. Federal and state environmental laws an...