Form of Opinion of Counsel. A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).
Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Aspen Law & Business,” as supplemented through , 20 ; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.
Form of Opinion of Counsel. 1. The Company is a corporation duly incorporated, validly existing and, upon the payment of its franchise taxes, in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, which the failure to so qualify could have a Material Adverse Effect on the Company.
Form of Opinion of Counsel. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. The Registration Statement has become effective under the 1933 Act, and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted and are pending or are threatened by the SEC under the 1933 Act. The Exchange Offer Registration Statement and the Prospectus (except for (A) the financial statements, including the notes and schedules, if any thereto (except to the extent such notes describe legal and governmental proceedings to which the Company is a party and are incorporated by reference into one or more items of a report that is incorporated by reference or included in therein other than an item that requires financial statements to be provided) or the auditor's reports on the audited portions thereof, (B) the other accounting, financial and related statistical data , and (C) the exhibits thereto, as to which we have not been asked to comment) comply as to form in all material respects with the applicable requirements of the 1933 Act and the applicable rules and regulations promulgated under the 1933 Act. We have participated in conferences with certain officers and other representatives of the Company, representatives of the independent public accountants of the Company, representatives of the [Initial Purchasers] [Holders] and counsel for the [Initial Purchasers] [Holders], at which the contents of the Registration Statement and the Prospectus and related matters were discussed. Although we have not undertaken to determine independently, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in or incorporated by reference in the Registration Statement or the Prospectus, we advise you that, on the basis of the foregoing (relying as to materiality to a large extent upon statements and other representations of officers and other representatives of the Company), no facts have come to our attention that lead us to believe that the Registration Statement and any amendment made thereto prior to the date hereof (except for (A) the financial statements, including the notes and schedules, if any thereto (except to the extent such notes describe legal and governmental proceedings to which the Company is a party and are incorporated by reference into one or more items of a report that is i...
Form of Opinion of Counsel for Acorn and Key Shareholders 6.2.2 Form of Intek Officer's Certificate 6.2.5 Form of Intek Secretary's Certificate 6.2.6 Form of Opinion of Counsel for Intek 8.8.3 Form of Escrow Agreement CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR SHARE PURCHASE AGREEMENT AMONG INTEK INFORMATION, INC., ACORN INFORMATION SERVICES, INC. AND THE SHAREHOLDERS NAMED HEREIN This Share Purchase Agreement is dated as of October 30, 1999, ("Agreement") and is entered into by and among Intek Information, Inc., a Delaware corporation ("Intek"), Acorn Information Services, Inc., a Delaware corporation ("Acorn"), and Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxxxxx and Xxxxx Xxxxx (referred to herein individually by name and collectively as the "Key Shareholders") and all other shareholders of Acorn common stock listed on the signature page hereof (referred to collectively as the "Non Employee Shareholders" and together with the Key Shareholders as the "Shareholders").
Form of Opinion of Counsel. Exhibit D.........
Form of Opinion of Counsel. 1. Each of the Company and the Bank (i) has been incorporated and is validly existing under the laws of its state of incorporation, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Company’s Reports and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
Form of Opinion of Counsel. FOR BUYER At the Closing, Seller will receive an opinion from counsel for Buyer, dated the Closing Date and substantially to the effect that:
Form of Opinion of Counsel. 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.
Form of Opinion of Counsel to Buyer Exhibit E ............. Form of Opinion of Counsel to Kadoka SCHEDULES Schedule 4.6 ........ Kadoka Financial Statements Schedule 4.7 ........ Material Changes Schedule 4.9 ........ Litigation
