Ladies and Gentlemen. We have acted as special counsel to USCS, a Delaware corporation, in connection with a proposed merger (the "Merger") of Acquisition Sub, a Delaware corporation and wholly-owned subsidiary of DST, a Delaware corporation, with and into USCS pursuant to an Agreement and Plan of Merger dated September 2, 1998 (the "Merger Agreement") by and among USCS, Acquisition Sub and DST. In the Merger, each issued and outstanding share of common stock of USCS, par value $.01 per share, other than shares of USCS already owned by DST, will be converted into the right to receive .62 of a share of common stock, par value $.01 per share, of DST. In that connection, you have requested our opinion regarding the material federal income tax consequences of the Merger. In providing our opinion, we have examined the Merger Agreement, the registration statement on Form S-4, as amended to date (the "Registration Statement"), which includes the Joint Proxy Statements/Prospectus of USCS and DST, as filed with the Securities and Exchange Commission (the "SEC"), and such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the Merger will be consummated in the manner contemplated by the Registration Statement and in accordance with the provisions of the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, correct and complete and will continue to be true, correct and complete at all times up to and including the Closing Date, (iii) the representations made to us by DST and USCS in their respective letters to us each dated the date hereof, and delivered to us for purposes of this opinion are true, correct and complete USCS International, Inc. November 20, 1998 Page 2 and will continue to be true, correct and complete at all times up to and including the Closing Date ("Representations Letters") and (iv) any representations made in the Representations Letters or in the Merger Agreement "to the best knowledge of", or similarly qualified, are correct, and will continue to be true and correct and complete at all times up to and including the Closing Date, in each case without such qualification. If any of the above- described assumptions are untrue for any reason or if the Merger is consummated in a manner that is inconsistent with the manner in which it is described in the Merger Agreement or the Registration Statemen...
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 _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:
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 approximately $158,631,471 original principal amount of Multi-Class Mortgage Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of February 1, 2002 among the Company, as depositor, ABN AMRO Mortgage Group, Inc., as servicer and JPMorgan Chase Bank, 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 February 26, 2002. 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 and the Prospectus Supplement. 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.
Examples of Ladies and Gentlemen in a sentence
Tricon Residential 2024-SFR1 Trust c/o Tricon American Homes One Letterman Drive, Suite CM-300-800 San Francisco, CA 94129-1492 RE: Tricon Residential 2024-SFR1 Trust (the “Issuing Entity”) HOA Discrepancy Review Ladies and Gentlemen: In connection with the offering (the “Offering”) of the securities of the Issuing Entity referenced above, we have conducted the HOA Discrepancy Review further described below.
Lief, et al., Ladies and Gentlemen of the Jury: Greatest Closing Arguments in Modern Law (Simon & Schuster...27 KB (3,294 words) - 13:15, 12 September 2023 Lelouch's And Now...
Riverside AvenueSecond Floor Westport, CT 06880 Re: Compass Group Diversified Holdings LLC Ladies and Gentlemen: We have acted as special Delaware counsel for Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “LLC”), in connection with the matters set forth herein.
Common Stock ($0.01 par value) TERMS AGREEMENT [•], [•] [SALES AGENT] Ladies and Gentlemen: Crown Castle Inc., a Delaware corporation (“Company”), proposes, subject to the terms and conditions stated herein and in that certain Sales Agreement, dated March 20, 2024 (“Sales Agreement”), between the Company and [SALES AGENT] (“[SALES AGENT]”)], to issue and sell to [SALES AGENT] the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”).
Suite 6200B, Floor 62 Chicago, Illinois 60606 March 20, 2024 Ladies and Gentlemen: The undersigned, William E.
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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.
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. In accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement and Section 2.3 of the Custodial Agreement, the undersigned, as Custodian, hereby certifies that, without having made the review requested to be made within 90 days pursuant to Section 2.02 of the Pooling and Servicing Agreement and except as specified in the list of exceptions attached hereto as Exhibit A, it has in its possession, for the benefit of the Certificateholders, the original Mortgage Note relating to each of the Mortgage Loans identified on the Mortgage Loan Schedule. The Custodian makes no representations as to (i) the validity, legality, sufficiency, enforceability, recordability or genuineness of any of the documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Pooling and Servicing Agreement. [_____________________________________], as Custodian By: __________________________________ Name: ________________________________ Title: _______________________________ List of Exceptions [To be Completed by the Custodian] EXHIBIT N FORM OF FINAL CERTIFICATION OF THE CUSTODIAN [__________ __, ____] Banc of America Funding Corporation 214 North Tryon Street Charlotte, North Carolina 28255 Wachovia Bank, Xxxxxxxx Xxxxxxxxxxx 000 South Tryon Street Charlotte, North Carolina 28288 Attn: BAFC 2000-0 Xx: The Pooling and Servicing Agreement, dated November 29, 2004 (the "Pooling and Servicing Agreement"), among the Depositor, Washington Mutual Mortgage Securities Corp., as a master servicer and representing party, Wells Fargo Bank, N.A., as securities administrator and a mxxxxx servicer and Wachovia Bank, National Association, as trustee and the Custodial Agreement dated November 29, 2004, among the Depositor, [_________] and [_______________], as Custodian (the "Custodian") (the "Custodial Agreement")
Ladies and Gentlemen. [SERVICER] (the "Servicer") is servicing certain mortgage loans for the Borrower pursuant to certain Servicing Agreements between the Servicer and the Borrower. Pursuant to the Loan Agreement between the Lender and the Borrower, the Servicer is hereby notified that the Borrower has pledged to the Lender certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of the Lender. Upon receipt of a Notice of Event of Default from the Lender in which the Lender shall identify the mortgage loans which are then pledged to Lender under the Loan Agreement (the "Mortgage Loans"), the Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of the Lender, and remit such collections in accordance with the Lender's written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Lender with respect to the Mortgage Loans, and shall deliver to Lender any information with respect to the Mortgage Loans reasonably requested by Lender. Notwithstanding any contrary information which may be delivered to the Servicer by the Borrower, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by the Lender, and the Borrower shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information or Notice of Event of Default. No provision of this letter may be modified or amended without the prior written consent of the Lender. The Lender is an intended third party beneficiary of this letter. Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to the Lender promptly upon receipt. Any notices to the Lender should be delivered to the following address: 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Xxtention: Mr. Xxxxxx Xxxxxx, with a copy to Mr. Greg Xxxxxx; Xxlephone: (212) 000-0000; Xxcsimile: (212) 761-0747. Very truly yours, DORAL FINANCIAL CORPORATION By:____________________________________ Name: Title:
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:
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 _______________, ____. STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity but solely as Subordination Agent, as Borrower By:___________________________________ Name: Title: By:___________________________________ Name: Title: 1 Include if Class C Certificates have been issued. 1 Include if Class C Certificates have been issued. 1 Include if Class C Certificates have been issued. 2 Bracketed language may be included at Borrower's option.
Ladies and Gentlemen. [___________________] (the "Servicer") is servicing certain mortgage loans for Seller pursuant to that certain Servicing Agreement between the Servicer and Seller. Pursuant to the Repurchase Agreement between Buyer and Seller, the Servicer is hereby notified that Seller has pledged to Buyer certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of Buyer. Upon receipt of a Notice of Event of Default from Buyer in which Buyer shall identify the mortgage loans which are then pledged to Buyer under the Repurchase Agreement (the "Mortgage Loans"), the Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections in accordance with Buyer's written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Buyer with respect to the Mortgage Loans, and shall deliver to Buyer any information with respect to the Mortgage Loans reasonably requested by Buyer. Notwithstanding any contrary information which may be delivered to the Servicer by Seller, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by Buyer, and Seller shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information or Notice of Event of Default.