Opinion of Xxxxxx & Xxxxxx L.L.P Sample Clauses

Opinion of Xxxxxx & Xxxxxx L.L.P. (a) Each of the Partnership, the General Partner, Calumet Finance, the Operating Company, the OLP GP, Calumet Penreco, Calumet Superior, Reseller, Calumet Missouri, Calumet Montana, the Calumet RP Entities, Royal Purple, Calumet San Antonio, Calumet Packaging and Calumet North Dakota (each, a “Delaware Entity”) has been duly incorporated or formed and is validly existing in good standing as a corporation, limited liability company or limited partnership under the Delaware General Corporation Law (the “DGCL”), the Delaware LLC Act or the Delaware LP Act, with all necessary corporate, limited liability company or limited partnership power and authority, as applicable, to own or lease its properties and to conduct its business and, in the case of the General Partner and the OLP GP, to serve as the general partner of the Partnership and Calumet, respectively, in each case in all material respects as described in the Time of Sale Information and the Offering Memorandum. Each of the Delaware Entities is duly registered or qualified as a foreign corporation, limited liability company or limited partnership for the transaction of business under the laws of the jurisdiction set forth under its name on Annex D to this Agreement.
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Opinion of Xxxxxx & Xxxxxx L.L.P. (a) The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act with all necessary limited partnership power and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Time of Sale Information and the Offering Memorandum. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of the jurisdictions set forth under its name on Annex D to this Agreement.
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Inergy’s obligation to consummate the transactions described in Article III, Inergy and the Inergy Special Committee shall have received an opinion from Xxxxxx & Xxxxxx LLP to the effect that:
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Holdings’ obligation to consummate the transactions described in Article III, Holdings shall have received an opinion from Xxxxxx & Xxxxxx LLP to the effect that the Registration Statement accurately sets forth the material federal income tax consequences to the holders of the Common Units of the ownership and disposition of LP Units or PIK Units, as applicable, received in exchange for such Common Units. In rendering such opinion, Xxxxxx & Xxxxxx LLP may require and rely upon representations and covenants including those contained in certificates of officers of Holdings GP, as well as others, and opinions of Delaware counsel reasonably satisfactory in form and substance to Xxxxxx & Xxxxxx LLP.
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Xxxxxx’x obligation to consummate the Merger, Xxxxxx shall have received an opinion from Xxxxxx & Xxxxxx LLP, counsel to Xxxxxx, to the effect that:
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of OILT’s obligation to consummate the Merger, OILT shall have received an opinion from Xxxxxx & Xxxxxx L.L.P., counsel to OILT, to the effect that no gain or loss should be recognized for U.S. federal income tax purposes by the holders of OILT Public Common Units to the extent Partners Common Units are received in exchange for OILT Public Common Units as a result of the Merger (other than gain resulting from either (i) any decrease in partnership liabilities pursuant to Section 752 of the Code or (ii) a sale of the New Common Units pursuant to Section 3.3(e)). In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. may require and rely upon customary representations and covenants regarding certain factual matters including those contained in certificates of officers of OTLP GP and others and opinions of Delaware counsel reasonably satisfactory in form and substance to Xxxxxx & Xxxxxx L.L.P.
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Partners’ obligation to consummate the Merger, Partners shall have received an opinion from Xxxxxx & Xxxxxx L.L.P., counsel to Partners, to the effect that:
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Holdings’ obligation to consummate the Merger, Holdings shall have received an opinion from Xxxxxx & Xxxxxx LLP, counsel to Holdings, to the effect that:
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Related to Opinion of Xxxxxx & Xxxxxx L.L.P

  • Sxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Sxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.

  • Xxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • XX XXXXXXX XXXXXXX xxe undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of October 21, 2004 By: ----------------------------- Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

  • Compliance with Xxxxxxxx-Xxxxx Act The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act.

  • xxx/Xxxxxx/XXXXX- 19_School_Manual_FINAL pdf -page 101-102 We will continue to use the guidelines reflected in the COVID-19 school manual.

  • /s/ Xxxxx X Xxxx ------------------ ..................

  • SOMEC XXXXX XXXXX XXXXX XXXXX XXXXX UNBUNDLED LOCAL SWITCHING, PORT USAGE End Office Switching (Port Usage) End Office Switching Function, Per MOU 0.0006153 End Office Trunk Port - Shared, Per MOU 0.0001226 Tandem Switching (Port Usage) (Local or Access Tandem) Tandem Switching Function Per MOU 0.0000972 Tandem Trunk Port - Shared, Per MOU 0.0001557 Tandem Switching Function Per MOU (Melded) 0.000017904 Tandem Trunk Port - Shared, Per MOU (Melded) 0.00002868 Melded Factor: 18.42% of the Tandem Rate Common Transport Common Transport - Per Mile, Per MOU 0.0000027 Common Transport - Facilities Termination Per MOU 0.0001914

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