Louisiana Law. I am a member of the Texas Bar and the Louisiana Bar and do not hold myself out as an expert on the laws of any other state. As to all matters of New York law, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Xxxx & Priest LLP of New York, New York, and, as to all matters of Delaware law, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Xxxxxxxx, Xxxxxx & Finger, P.A., of Wilmington, Delaware. The opinion set forth above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without my prior written consent, except that Xxxx & Priest LLP and Winthrop, Stimson, Xxxxxx & Xxxxxxx may rely on this opinion as to all matters of Texas and Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, EXHIBIT B [Letterhead of Xxxx & Priest LLP] January __, 1997 Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Prudential Securities Incorporated Xxxxx Xxxxxx Inc. As representatives of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below (the "Underwriters") c/o Goldman, Xxxxx & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We, together with Xxxxxxxx X. Xxxxxx, Esq., General Attorney - Corporate and Securities of Entergy Services, Inc., and Xxxxxxxx, Xxxxxx & Finger, P.A., Wilmington, Delaware, have acted as counsel for Entergy Gulf States Inc., a Texas corporation (the "Company"), and Entergy Gulf States Capital I, a statutory business trust organized under the laws of the State of Delaware (the "Trust"), in connection with the issuance and sale by the Trust to the several Underwriters pursuant to the Underwriting Agreement, effective January 21, 1997 (the "Underwriting Agreement"), among the Company, the Trust and you, as the representatives of the several Underwriters, of 3,400,000 __% Cumulative Quarterly Income Preferred Securities, Series A (liquidation preference $25 per preferred security) (the "Preferred Securities"), guaranteed to the extent the Trust has funds by the Company. This opinion is rendered to you at the request of the Company and the Trust. Capitalized terms used herein and not otherwise defined have the meanings ascri...
Louisiana Law. This contract shall be governed by Louisiana law.
Louisiana Law. Customer's duty to indemnify hereunder shall include costs or expenses arising out of claims specified herein, including all court and/or arbitration costs, filing fees, attorneys' fees and costs of settlement. Customer shall not be required to indemnify Company for Company's own or concurrent negligence. However, the indemnification obligation under the above paragraph shall not be limited in any way by any limitation on the amount or type of damage, compensation, or benefits payable by or for the Customer under worker's compensation acts, disability benefit acts, or other employee benefit acts. This provision is separate and distinct from any other provision or paragraph in this contract, including any provision or paragraph concerning indemnification and procurement of insurance. If any paragraph, sentence or clause is declared invalid, then all other paragraphs, sentences or clause of this contract shall stand. Customer agrees to indemnify, defend and hold harmless the Company for any non-construction or non-transportation work to the fullest extent permitted by law, including Company’s own fault or negligence; Customer understands that Company is providing a service as a vendor and is not a contractor and as such LSA-R.S. §9:2780.1 does not apply to non- construction work performed by Company. To the extent that it is determined LSA-R.S. §9:2780.1 does apply, the indemnity shall be properly limited to comply with same. The parties expressly agree that this indemnification agreement may limited by the above Louisiana statutes when construction work is being provided, however it is the parties intent that the following applies to work performed by the Customer:
Louisiana Law. This Agreement shall be construed in accordance with, and governed by the laws of the State of Louisiana. Executed on the date set forth below, but effective as of the Effective Date first set forth above. WITNESSES: XXXXXXX HOLDING COMPANY, LLC BY:/s/ Xxxxxxx X. Xxxxxxx XXXXXXX X. XXXXXXX, its (Print Name of Witness) duly authorized Manager Date: October 3, 2016 (Print Name of Witness) POWIN CORPORATION BY:/s/ Xxxxxx Xx XXXXXX XX, (Print Name of Witness) its duly authorized Chairman Date: October 1, 2016 (Print Name of Witness) POWIN INDUSTRIES, SA de CV BY: /s/ Xxxxx Xxxxxx XXXXX XXXXXX, (Print Name of Witness) its duly authorized legal representative Date: September 28, 2016 (Print Name of Witness) A C K N O W L E D G M E N T STATE OF TEXAS COUNTY OF DALLAS BEFORE ME, Xxxxxx Xxxxxxxx a Notary in and for the said state and county, this day personally appeared:
Louisiana Law. The Company shall possess all powers and may exercise all of the powers and privileges granted by the LaLLCL or by any other Law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
Louisiana Law. Under the Louisiana Act (as defined in "The Companies-- Gaming Regulation and Licensing"), no entity which is licensed or has a direct or indirect financial interest in an entity licensed as a manufacturer of video draw poker devices may be licensed as a distributor or device owner. See "The Companies--Gaming Regulations and Licensing". This law will have the effect of making it unlawful for the combined company to both manufacture and distribute such devices for use in Louisiana. Consequently, following the Merger, BGII will not be allowed to sell such devices to entities currently subject to the Louisiana Act. Such law would not impose restrictions on sales of parts or other equipment by the combined company and would not prohibit sales of BGII products to riverboats and land-based casinos. BGII's aggregate VLT business was less than 2% of BGII's consolidated sales during 1995. Investment in Minority-Owned Subsidiary. Alliance invested $1,580,000 for a 50% interest in Kansas Financial Partners, LLC ("KFP") in 1994. KFP owns a second mortgage in the amount of $3,205,000, plus accrued interest, secured by a greyhound racing facility in Frontenac, Kansas, owned by Camptown Greyhound Racing, Inc. ("Camptown"). Camptown filed for protection under Chapter 11 of the U.S. Bankruptcy Code in January of 1996. KFP intends to pursue its rights to protect its collateral, including foreclosing on the second mortgage, which would require KFP to assume or pay the first mortgage of approximately $2,000,000. There can be no assurance that KFP will be able to gain control of the greyhound racing facility and obtain a license to operate the facility, or that Alliance will be able to recover its investment in KFP. Additionally, Alliance owns a 50% interest in Kansas Gaming Partners, LLC ("KGP") which owns the rights to operate gaming devices and/or casino style gaming at the greyhound racing facility if and when such gaming becomes legal in Kansas. While Alliance understands that the Kansas legislature may consider two gaming bills this session, there can be no assurance that gaming of any type will ever be legalized for operation at the greyhound track. See "The Companies--Alliance Gaming Corporation--Business Development Activity." Series B Special Stock. The Series B Special Stock dividend may be paid- in-kind ("PIK") in whole or in part until after the seventh anniversary of the Effective Time. The Series B Special Stock is mandatorily redeemable on the eighth anniversar...
Louisiana Law. This contract shall be governed by
Louisiana Law. This Hunting Land License Agreement is construed under and in accordance with the laws of Louisiana. Landowner is to be afforded recreational use immunity to the extent provided for under Louisiana law.
Louisiana Law. In the event that any one or more of the provisions contained in this Agreement, the Note or the Collateral Documents shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, the Note or the Collateral Documents. The rights and remedies of the Lender under this Agreement, the Note and the Collateral Documents shall be cumulative, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy. Time shall be deemed of the essence with respect to the performance of all of the terms, provisions and conditions on the part of the Appearers to be performed hereunder.
