The Opinion Letter Sample Clauses

The Opinion Letter. An Opinion of counsel of Borrowers, who must be an attorney-at-law licensed to practice in the State of Florida, which shall meet the criteria of the Reports on Standards for Opinion of Florida Legal Counsel for Business and Real Estate Transactions dated June, 1997 and be otherwise acceptable to Associations and their counsel and contain at least the following opinions: (a) That each Borrower is duly incorporated and validly existing under Florida law and in good standing and that the execution and delivery of the Loan Documents and the closing of the Loan have been duly authorized by all necessary corporate action on the part of each Borrower. (b) That each Borrower has the unrestricted right and capacity to execute and deliver each of the Loan Documents to be executed and delivered by each Borrower and that no Borrower has executed any documents of any kind, including any prior loan or bonded indebtedness documents, which would prohibit the execution and delivery of the Loan Documents incident to this Agreement. (c) That each Borrower has all licenses, permits and approvals from all applicable governmental authorities necessary to use and to operate such Borrower's business for the specific purpose contemplated by such Borrower and represented to the Associations. (d) The Syndication Notes and all other Loan Documents have been duty authorized, executed and delivered by each Borrower and are the legal, binding, valid and enforceable obligations of each Borrower in accordance with their respective terms, except as the enforcement of them may be limited by bankruptcy, insolvency, moratorium and other applicable debtor relief laws. (e) That to the best of such counsel's knowledge, there are no undisclosed material legal actions or proceedings involving pending or threatened against, or with reference to any Borrower or the Collateral, before any court, quasi judicial or administrative body or regulatory agency. (f) That the Loan does not violate in any manner the usury laws of the State of Florida, and the manner and payment of interest under the Loan and all charges required to be paid under the Loan (including any prepaid interest, service charges, participation payments, reserved interest, additional interest, loan commitment fees, loan processing fees, broker's fees, and other charges contemplated, if any) are neither illegal nor usurious under the laws of the State of Florida. (g) The execution and delivery of the Loan Documents by each Borrower does ...
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Related to The Opinion Letter

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Opinion Letters The opinions required under Section 11.03(a) and Section 11.03(f) of the Agreement in connection with this Amendment are attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.

  • Opinion of Parent's Counsel The Company shall have received the opinion of Pxxxxx Bxxxx, counsel to Parent, or another counsel reasonably satisfactory to the Company, substantially in the form attached hereto as Exhibit E;

  • Counsel Opinion Opinion of Xxxxx & Xxxxx LLP, special counsel to the Issuers or other counsel acceptable to the Trustee, dated the Additional Securities Closing Date, in form and substance satisfactory to the Issuer and the Trustee.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrowers addressed to the Lender in form satisfactory to the Lender.

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Buyer's Counsel Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.

  • Opinion of Financial Adviser Xxxxxxxxx & Xxxxx LLC ---------------------------- (the "Company Financial Adviser") has delivered to the Company Board its written opinion dated the date of this Agreement to the effect that as of such date the Merger Consideration is fair, from a financial point of view, to the holders of Shares.

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