The Letter Agreement. The Letter Agreement has been duly authorized, executed and delivered by the Company and IBIS Sponsor II EdtechX LLC, and is a valid and binding agreement of the Company and IBIS Sponsor II EdtechX LLC, enforceable against the Company and IBIS Sponsor II EdtechX LLC in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
The Letter Agreement. In rendering this opinion we have examined, in addition to the Loan Documents (i) certified copies of the applicable organizational documents and resolutions of each Borrower (ii) certificates of good standing for each Borrower issued by the jurisdiction of its incorporation or formation, and (iii) such other documents and records pertaining to each Borrower as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. For purposes of this opinion, we have assumed that:
The Letter Agreement. The Letter Agreement, dated April 13, 1992, between you and RMI Titanium Company, signed by L.F. Gieg, Jr., shall be superceded by this Letter Agreemexx.
The Letter Agreement. Either (i) any provision of the Letter Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted thereunder, ceases to be in full force and effect; (ii) the Parent, any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of the Letter Agreement; (iii) the Parent or any Loan Party denies that it has any or further liability or obligation under the Letter Agreement, or purports to revoke, terminate or rescind any provision of the Letter Agreement; or (iv) any of the Parent, the Company or Newco is in default under, or otherwise breaches its obligations under, the Letter Agreement.
