[insert name of consortium means The Council of Australian University Librarians (CAUL)
[insert name of consortium means [insert name and details of the consortium])
Print Name Signature: Date:
and Gentlemen We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 3368 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler XXX, xounsex xxx the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof. Based upon the foregoing, we are of the opinion that the Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2). We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-178965) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein. Very truly yours, CARTER LEDYARD & MXXXXXX XXX
Contact Name P osition : : A ddress : : Zip Code & City : : E -mail address : : T elephone # : : Fax#: Country : :
Ladies and Gentlemen We have acted as counsel Morgan Stanley S&P 500 Xxxxxx Xxxx ("S&P Select"), and Morgan Stanley S&P 500 Xxxxx Fxxx ("X&P Index") in connection with the proposed transfer of substantially all of the assets of S&P Select to S&P Index and certain other transactions related thereto pursuant to and in accordance with the terms of the Reorganization Agreement (the "Reorganization"). You have requested that we provide an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"), and the accuracy of the tax disclosures in the proxy statement and prospectus (the "Proxy Statement/Prospectus") on Exhibit 12 to the Form N-14 Registration Statement. In connection with rendering these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the Reorganization, and the Proxy Statement/Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of Morgan Stanley Investmexx Xxxixxxx Xxc ("the "Advisor") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated February 26, 2002, and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have not made an independent investigation of the facts set forth either in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering these opinions that the information presented in such documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. We have also assumed for purposes of rendering our opinions (i) the accuracy of, and material compliance with, the representations of the Advisor set forth in the letter referred to above, (ii) the accuracy of, and material compliance with, the representations, warranties, covenants and agreements of S&P Select and S&P Index made in the Reorganization Agreement, and (iii) that there are no agreements or understandings other than those of which we have been informed that would affect our conclusions set forth below. The opinions set forth below are based on the Code, the legislative history with respect thereto, rules and regulations promulgated thereunder, and published rulings, court decisions and administrative authorities issued with respect to all of the foregoing, all as in effect and existing on the date hereof, and all of which are subject to change at any time, possibly on a retroactive basis. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be asserted by the Internal Revenue Service. Any change occurring after the date hereof in, or a variation from, any of the foregoing factual or legal bases for our opinions could affect the conclusions set forth below. In addition, the opinions expressed herein are given as of the date hereof and we express no obligation to advise you of any changes in the law or events that may hereafter come to our attention that could affect our opinions set forth below. Based on the foregoing, we are of the opinions that, for federal income tax purposes:
Master Street Address Guide or "MSAG" is a database of street names and house number ranges within their associated communities defining particular geographic areas and their associated ESNs to enable proper routing of 911 calls. "Meet Point" is a point of Interconnection between two (2) networks, designated by two (2) Telecommunications Carriers, at which one Carrier's responsibility for service begins and the other Carrier's responsibility ends.
Account Name means the name of the individual who lives with the child(ren) and who applies for the Children’s Health Insurance Program coverage on behalf of the child(ren).
Form of Agreement means the form of agreement contained in Part D of the RFP;
Company Name Address: Attention: Tel: Fax: Email: If sent to Cornell: For all correspondence except payments Center for Technology Licensing at Cornell University Attention: Executive Director 000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 FAX: 000-000-0000 TEL: 000-000-0000 EMAIL: xxx-xxxxxxxxx@xxxxxxx.xxx For all payments – If sent by mail: Center for Technology Licensing at Cornell University XX Xxx 0000 Xxxxxx, XX 00000-0000 If remitted by electronic payments via ACH or Fed Wire: Receiving bank name: Xxxxxxxx Trust Co. Bank account no.: 0111000065 Bank routing (ABA) no.: 000000000 SWIFT code: Bank account name: XXXXXX00 Cornell University Bank ACH format code: Not required Bank address: X.X. 000, Xxxxxx, XX 00000 Additional information: Reference D-5051 Agreement No.: <to be assigned> An email copy of the transaction receipt shall be sent to xxx-xxxxxxxxx@xxxxxxx.xxx. Licensee is responsible for all bank charges of wire transfer of funds for payments. The bank charges shall not be deducted from the total amount due to Cornell.
Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933. 2.
s Name Property Address: _________________________________________________________
Limited Liability Company Agreement means the Amended and Restated Limited Liability Company Agreement of the Depositor, dated as of March 1, 2001, executed by Ford Credit, as sole member; or the Limited Liability Company Agreement of Ford Credit, dated as of April 30, 2007 and effective on May 1, 2007, as the context requires.
Name of Public Employer means “Board of Regents of the University System of Georgia, Owner, for the use and benefit of Institution Name, Using Agency”
Legal Name means the name of the company, corporation or other entity constituted as a legal person under which this person exercises its rights and performs its obligations.
Gentlemen Pursuant to Section 4.1 of the Agreement, the undersigned hereby requests that you issue (pick one): _____ an irrevocable standby Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Irrevocable Standby Letter of Credit. _____ a commercial Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Commercial Letter of Credit. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Agreement are true and correct in all material respects as if made on and as of the date hereof and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing and that no such Default or Event of Default will result from the issuance of the Letter of Credit requested hereby. Very truly yours, DOANX XXXDUCTS COMPANY By: --------------------------------------- Title: ------------------------------------ - 112 - 119 EXHIBIT E FORM OF STANDBY LETTER OF CREDIT APPLICATION - 113 - 120 EXHIBIT F FORM OF COMMERCIAL LETTER OF CREDIT APPLICATION - 114 - 121 EXHIBIT G LETTER OF CREDIT PARTICIPATION CERTIFICATE This Letter of Credit Participation Certificate is issued pursuant to Section 4.2 of that certain Amended and Restated Revolving Credit and Term Loan Agreement dated February 28, 1996, by and among Doanx Xxxducts Company (formerly known as DPC Transition Corp), the banks listed on the signature pages thereof and Mercantile Bank of St. Louis National Association, as agent for the Banks, as the same may from time to time be amended, modified, extended or renewed (the "Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement. Subject to the terms, provisions and conditions contained in the Credit Agreement, Mercantile hereby issues to ______________________________ a ______________________ Percent (________%) undivided participation interest in all Letters of Credit issued by Mercantile from time to time under the Credit Agreement (including, without limitation, an undivided participation interest in the reimbursement risk relating to such Letters of Credit and in all payments and Letter of Credit Loans made by Mercantile in connection with such Letters of Credit). This Certificate may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument. Executed this ______ day of ____________, 19_____.
id t3", "body": { // Add the Burbank value to the Name field. "Name": "Burbank" },
Contract Number means, with respect to any Contract included in the Trust, the number assigned to such Contract by the Servicer, which number is set forth in the related Schedule of Contracts.
Yes response means the Bidder guarantees they can meet this condition.
Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.
Common name means any designation or identification such as code name, code number, trade name, brand name or generic name used to identify a chemical other than by its chemical name.
the first supplementary agreement means the agreement of which a copy is set out in the Second Schedule;
Law relating to a public servant s office or employment” means a law that specifically applies to a person acting in the capacity of a public servant and that directly or indirectly imposes a duty on the public servant or governs the conduct of the public servant. Penal Code 39.01(1)
Street Name means the form of registration in which the securities are held by a broker who is delivering the securities to another broker for the purposes of sale, it being an accepted custom in the United States securities industry that a security in Street Name is in proper form for delivery to a buyer and that a security may be re-registered by a buyer in the ordinary course.
By: Name Title: Date: Documents returned to Custodian: ---------------------------- as Custodian By____________________________ Name: Title: Date: EXHIBIT C ORIGINATORS EQUICREDIT CORPORATION OF AMERICA EQUICREDIT CORPORATION/ALA. & MISS. CALIFORNIA/EQUICREDIT CORPORATION EQUICREDIT CORPORATION OF IN. EQUICREDIT CORPORATION OF PA. EQUICREDIT CORPORATION OF SC EXHIBIT D Transfer Certificate ________ __, 199_ THE FIRST NATIONAL BANK OF BOSTON as Custodian under the Custodial Agreement (defined below) 100 Federal Street Boston, Massachusetts 02110 XX: Xxxxxxxxx Xxxxxxxxx, xxxxx xx xx March 1, 1997 (the "Custodial Agreement"), by and among the Originators listed in Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and The First National Bank of Boston, as Custodian (the "Custodian") To whom it may concern: Pursuant to Section 3.1 of the above-referenced Custodial Agreement (capitalized terms used herein but not otherwise defined shall have the same meanings assigned to such terms in the Custodial Agreement), we hereby advise you of the Transfer by the undersigned to [Depositor][the Trustee] of the Mortgage Loans identified on the Mortgage Loan Schedule[s] attached [hereto] [to the [Depositor's Trust Receipt[s]] with respect to the undersigned which we are delivering to you for cancellation]. You are instructed to deliver to [Depositor][the Trustee] a [Depositor's] [Trustee's] Trust Receipt evidencing [such Depositor's] [the Trustee's] interest in these Mortgage Loans. Very truly yours, [--------------------------------] By________________________________ Name: Title: SCHEDULE I MORTGAGE LOAN SCHEDULE
SETA means a sector education and training authority established in terms of section 9(1) of the Skills Development Act, 1998, and defined as such in section 1 of that Act;
Authorized Signatory means such senior personnel of a Person as may be duly authorized and designated in writing by such Person to execute documents, agreements and instruments on behalf of such Person.
business name or "trade name" means the name of a licensed business as used by the licensee on signs and advertising.