Usury Qualification. We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for, other than the internal laws of the State of New York and, without limiting the foregoing, we expressly disclaim any opinions as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of federal preemption or otherwise) which may be applicable to the transactions contemplated by the Credit Agreement. For purposes of our letter, we have relied, without investigation, upon each of the following assumptions: 1. You are existing and in good standing in your jurisdiction of organization. 2. You have full power and authority (including without limitation under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under the Credit Agreement and the Credit Agreement has been duly authorized by all necessary action on your part and has been duly executed and duly delivered by you. 3. The Credit Agreement constitutes valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions and other limitations similar to those applicable to our letter). 4. You have complied with all legal requirements pertaining to your status as such status relates to your rights to enforce the Credit Agreement to which you are a party against the Borrower. 5. You have satisfied those legal requirements that are applicable to you to the extent necessary to make the Credit Agreement enforceable against you. 6. You have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transactions effected under the Credit Agreement (herein called the “Transactions”).
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Sources: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)
Usury Qualification. We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for, other than the internal laws of the State of New York and, without limiting the foregoing, we expressly disclaim any opinions as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of federal preemption or otherwise) which may be applicable to the transactions contemplated by the Credit Agreement. For purposes of our letter, we have relied, without investigation, upon each of the following assumptions:
1. You are existing and in good standing in your jurisdiction of organization.
2. You have full power and authority (including without limitation under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under the Credit Agreement and the Credit Agreement has been duly authorized by all necessary action on your part and has been duly executed and duly delivered by you.
3. The Credit Agreement constitutes valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions and other limitations similar to those applicable to our letter).
4. You have complied with all legal requirements pertaining to your status as such status relates to your rights to enforce the Credit Agreement to which you are a party against the Borrower.
5. You have satisfied those legal requirements that are applicable to you to the extent necessary to make the Credit Agreement enforceable against you.
6. You have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transactions effected under the Credit Agreement (herein called the “Transactions”).
7. Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine.
8. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic, and all relevant official public records to which each such certificate relates are accurate and complete.
9. There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.
10. The conduct of the parties to the Credit Agreement has complied with any requirement of good faith, fair dealing and conscionability.
11. With respect to the opinions set forth in paragraphs 6 and 7 of this letter, all parties to the Transactions will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Credit Agreement.
12. There are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Credit Agreement.
13. With respect to the opinions set forth in paragraphs 6 and 7 of this letter, the Borrower will not in the future take any discretionary action (including a decision not to act) permitted under the Credit Agreement that would result in a violation of law or constitute a breach or default under any other agreements or court orders to which the Borrower may be subject.
14. No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System; and no proceeds of the Loans will be used for the purpose of acquiring “margin securities” as such term is defined in Regulation U or for any purpose which would violate or be inconsistent with the Credit Agreement.
15. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue.
16. All agreements, other than the Credit Agreement (if any) with respect to which we have provided advice in our letter or reviewed in connection with our letter, would be enforced as written.
17. With respect to the opinions set forth in opinion paragraphs 5, 6 and 7, we assume the Borrower will in the future obtain all permits and governmental approvals required, relevant to the consummation of the transactions to be consummated pursuant to the Credit Agreement or performance of the Credit Agreement.
18. All information required to be disclosed in connection with any consent or approval by the board of directors or stockholders (or equivalent governing group) of the Borrower and all other information required to be disclosed in connection with any issue relevant to our opinions has in fact been fully and fairly disclosed to all persons to whom it is required to be disclosed.
19. The Borrower’s certificate of incorporation (or equivalent governing instrument), all resolutions adopted establishing classes or series of stock or other equity interests under that instrument, and the Borrower’s bylaws (or equivalent governing instrument) (“Charter Documents”), and all amendments to such Charter Documents, have been adopted in accordance with all applicable legal requirements.
20. Each person who has taken any action relevant to any of our opinions in the capacity of director or officer was duly elected to that director or officer position and held that position when such action was taken. None of the opinions or advice contained in our letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. federal securities laws and regulations (including all other laws and regulations administered by the United States Securities and Exchange Commission), state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments (except with respect to the Investment Company Act of 1940, as amended, to the extent of our opinion in opinion paragraph 10);
2. pension and employee benefit laws and regulations (e.g., ERISA);
3. federal and state antitrust and unfair competition laws and regulations;
4. compliance with fiduciary duty requirements;
5. the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions and judicial decisions to the extent that they deal with any of the foregoing;
6. fraudulent transfer and fraudulent conveyance laws;
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