Ladies and Gentlemen definition

Ladies and Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to:
Ladies and Gentlemen. We have acted as counsel to Xxxxxx Xxxxxxx High Income Advantage Trust ("HIAT"), a Massachusetts business trust, and Xxxxxx Xxxxxxx High Yield Securities Inc. ("High Yield"), a Maryland corporation, in connection with the proposed transfer of substantially all of the assets of HIAT to High Yield 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") accompanying 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 Form N-14 Registration Statement for the Reorganization, and the Proxy Statement/Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of Xxxxxx Xxxxxxx Investment Advisors Inc. (the "Advisor") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated October 3, 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 Form N-14 Registration Statement, the Reorganization Agreement or such other documents that we have examined. We consequently have 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, ...
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $_________ original principal amount of Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of _______________ among the Company, as depositor, _______________, as servicer and _____________ as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be _______ a.m., [Chicago, Illinois] time, on _____________. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase [, severally and not jointly,] the [respective] original principal amount[s] of Certificates set forth opposite [its] [their] name[s] in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement.

Examples of Ladies and Gentlemen in a sentence

  • Ladies and Gentlemen: Having carefully examined all the specifications and requirements of this RFP and any attachments thereto, the undersigned proposes to furnish the products/services required pursuant to the above- referenced RFP upon the terms quoted below.

  • Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.

  • New York, New York 10017 Ladies and Gentlemen: We have acted as special tax counsel to JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware (the “Company”), in connection with the preparation and filing of pricing supplement no.

  • Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Re: Royal Bank of Canada – Medium-Term Notes, Series E Ladies and Gentlemen: We have acted as special counsel in connection with the series of senior notes set forth on Annex A hereto (the “Senior Notes”).

  • N.W. Washington, D.C. 20549 Re: Power of Attorney Ladies and Gentlemen: The undersigned hereby authorizes each of William L.


More Definitions of Ladies and Gentlemen

Ladies and Gentlemen. We have acted as counsel to Delmarva Power & Light Company, a Delaware and Virginia corporation (the “Company”), in connection with the issuance and sale by the Company of $200,000,000 in aggregate principal amount of First Mortgage Bonds, 4.27% Series due June 15, 2048 (the “Bonds”) pursuant to the Bond Purchase Agreement, dated as of June 8, 2018 (the “Bond Purchase Agreement”), among the Company and the Purchasers. The Bonds will be issued under will be issued under the Mortgage and Deed of Trust, dated as of October 1, 1943, from the Company to The Bank of New York Mellon (ultimate successor to The New York Trust Company), as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures, including the One Hundred and Twenty-First Supplemental Indenture, dated as of June 1, 2018, relating to the issuance of the Bonds (the “Supplemental Indenture") (such Mortgage and Deed of Trust, as so amended and supplemented, the “Mortgage”). This opinion is being delivered to you in accordance with Section 4.4(a) of the Bond Purchase Agreement. Unless otherwise defined herein, capitalized terms used herein have the respective meanings provided in the Bond Purchase Agreement. We have acted as counsel for the Company in connection with the preparation, execution and delivery of the Bond Purchase Agreement. In that capacity, we have examined the following: (i) the Bond Purchase Agreement; (ii) the Mortgage; (iii) the Bonds; (iv) the Restated Certificate and Articles of Incorporation of the Company (the “Articles”); (v) the Amended and Restated Bylaws of the Company(the “Bylaws”); (vi) certified resolutions of the board of directors of the Company; (vii) Good Standing Certificates, each dated as of a recent date, from the Secretary of State of the State of Delaware (the “Delaware Good Standing Certificate”) and the Commonwealth of Virginia (the “Virginia Good Standing Certificate,” and collectively, the “Good Standing Certificates”); Exhibit 4.4(a) (to Bond Purchase Agreement)
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $405,412,244 original principal amount of Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of June 1, 1999 among the Company, as depositor, LaSalle Home Mortgage Corporation, as servicer and Chase Bank of Texas, National Association as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus Supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be 9:00 a.m., Chicago, Illinois time, on June 25, 1999. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective original principal amounts of Certificates set forth opposite their names in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement. The Underwriters will pay their pro rata share (based upon the principal amount of Offered Certificates each of the Underwriters has agreed to purchase as indicated on Exhibit I hereto) of all fees and expenses relating to any letter of independent certified public accountants delivered in connection with the Computational Materials.
Ladies and Gentlemen. Pursuant to applicable requirements of the Credit Agreement, the undersigned, as a Responsible Officer of the Borrower, hereby certify to you the following information as true and correct as of the date hereof or for the period indicated, as the case may be: To the best knowledge of the undersigned, the Borrowing Base Utilization, as described in the definition of Applicable Margin, for the quarter ending __________, 19__, was as follows, and the LIBO Rate Loan Applicable Margin for the following quarter is as follows: Borrowing Base LIBO Rate Loan Utilization Applicable Margin ----------------------------------------------------------------------- equal to or greater than 75% two percent (2%) of Borrowing Base less than 75% one and three-fourths and greater than 50% percent (1-3/4%) of Borrowing Base less than or equal to one and one-half 50% of Borrowing Base percent (1-1/2%) [ONLY ONE OF THE ABOVE CATEGORIES TO BE SHOWN] To the best knowledge of the undersigned, the Borrowing Base Utilization for the quarter ending __________, 19__, was as follows and the Commitment Fee, as described in Section 2.10 of the Credit Agreement for the following quarter is as follows: Borrowing Base Utilization Commitment Fee -------------------------------------------------------------------------------- greater than 50% one-half percent (1/2%) of Borrowing Base less than or equal to 50% three-eighths percent (3/8%) of Borrowing Base [ONLY ONE OF THE ABOVE CATEGORIES TO BE SHOWN] Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement. Very truly yours, MIDDLE BAY OIL COMPANY, INC. By: -------------------------- Stepxxx X. Xxxxx Vice President ENEX RESOURCES CORPORATION By: -------------------------- Stepxxx X. Xxxxx Vice President EXHIBIT V [FORM OF OPINION OF COUNSEL] [Closing Date] Compass Bank, Agent 24 Gxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Xxxention: Energy Lending Group Re: Credit Agreement dated as of March 27, 1998, by and among Middle Bay Oil Company, Inc. and Enex Resources Corporation, as Borrower, Compass Bank, as Agent and a Lender, Bank of Oklahoma, National Association, as a Lender, and the additional Lenders party thereto from time to time (as amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement")
Ladies and Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to: ________________________________ [Name of Transferee] _________________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. ALLFIRST BANK, not in its individual capacity but solely as Subordination Agent, as Borrower By __________________________ Name: Title: Exhibit I to Revolving Credit Agreement FORM OF GUARANTEE AGREEMENT Midway Airlines Pass Through Trust 2000-1B Ladies and Gentlemen: In consideration of the Revolving Credit Agreement (the "Agreement") --------- dated as of September 27, 2000 between Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereinafter "MSCS") and Allfirst Bank, as Subordination ---- Agent, as agent and trustee for the Midway Airlines Pass Through Trust 2000-1B ("Counterparty"), Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware Corporation ------------ (hereinafter "MSDW"), hereby irrevocably and unconditionally guarantees to ---- Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MSDW at its address set forth in the signature block of this Guarantee (or to such other address as MSDW may specify in writing), MSDW agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MSDW's obligations under this Guarantee. MSD...
Ladies and Gentlemen. We have acted as counsel for Company in connection with the transactions contemplated by the Agreement. This opinion is being delivered to you pursuant to Section 4.01(b) of the Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meanings as in the Agreement. In connection with this opinion, we have examined and relied upon the Agreement (as to factual matters) and such records, documents, certificates of public officials and officers of Company (without independent verification by us of the assertions made therein), made such inquiries of officers of Company and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein. We have assumed the genuineness of all signatures, other than those of Company on the Agreement, of all persons executing agreements, instruments, or documents examined or relied upon by us. We have assumed the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, or photostatic copies. We have assumed the due execution and delivery pursuant to due authorization by Banks and Agent of the Agreement and all other instruments and agreements required thereunder (collectively, "Transaction Documents"), and that each of Banks and Agent have the power to enter into and perform their respective obligations under the Transaction Documents. Whenever our opinion herein is indicated to be based on our knowledge, it is intended to signify the actual knowledge after due inquiry of the attorneys of Miller, Nash, Wiener, Hager & Xxxxxxx who have provided legal services in connection with the transactions contemplated by the Agreement (specifically, Xxxx X. XxXxxx and Xxxxxxxxx X. Xxxx). With respect to the opinions expressed herein, the rights and obligations under the Transaction Documents and the enforceability thereof are subject to:
Ladies and Gentlemen. For value received, the undersigned hereby irrevocably transfers to:
Ladies and Gentlemen. The undersigned hereby gives notice pursuant to Section 3.2 of the Credit Agreement that it requests an extension or conversion of a Revolving Loan outstanding under the Credit Agreement, and in connection therewith sets forth below the terms on which such extension or conversion is requested to be made: