Opinion Date definition

Opinion Date has the meaning set forth in Section 3.2.2.3.

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Opinion Date means the first date upon which all of the following requirements have been satisfied: (i) the Trust Units have been registered under section 12(b) or section 12(g) of the Securities Exchange Act of 1934; (ii) the Trust Units are widely-held (within the meaning of paragraph (b)(3) of the Regulation); (iii) the Trust Units are freely transferable (within the meaning of paragraph (b)(4) of the Regulation); (iv) the Company has delivered to the Trustee an opinion of nationally recognized ERISA counsel (such counsel to be selected by the Company and approved by the Trustee and such opinion to be reasonably acceptable to the Trust's counsel) which states, in effect, that the requirements described in clauses (i), (ii) and (iii) above have been satisfied; and (v) the Company has delivered to the Trustee either (a) an opinion of nationally recognized ERISA counsel (such counsel to be selected by the Company and approved by.the Trustee and such opinion to be reasonably acceptable to the Trust's counsel) or (b) an individual prohibited transaction exemption or an advisory opinion issued by the Department of Labor to the Trustee, the Trust or the Company which opinion, exemption or advisory opinion states, in effect, that from and after the date upon which the requirements described in clauses (i), (ii) and (iii) above have been satisfied, the assets of the Trust shall not constitute plan assets (within the meaning of the Regulation) with respect to any employee benefit plan (as such term is defined in section 3(3) of ERISA) which became a Unit Holder prior to the date such requirements have been satisfied (provided, however, that if the Company has delivered to the Trustee an opinion of counsel as described in clause (v)(a) above, such opinion must specifically reference and be based primarily upon an advisory opinion or other published announcement of similar authoritative import issued by the Department of Labor which favorably addresses the same issues which are to be addressed in such opinion and which is based upon facts similar to those involving the Trust and such employee benefits plans). The Company shall use its best efforts to obtain promptly, at its expense, from the Department of Labor the individual prohibited transaction exemption or advisory opinion referred to in clause (v)(b) above; provided, however, that if the Company has delivered the opinion of counsel referred to in clause (v)(a) above, then its obligation to use its best efforts to obtain s...

Examples of Opinion Date in a sentence

DIRECTV, Splitco and Holdings further acknowledge and agree that (A) the representations contained in the S-4 ▇▇▇▇▇▇ Certificate, if delivered, do not survive the Opinion Date and (B) in no event will they seek damages or other remedies against ▇▇.
Notwithstanding the foregoing, prior to the Opinion Date and during any period which is not an Insignificant Investor Period, none of the investments described in this section shall be purchased from The Bank of New York.
If received, Buyer will make available to the Company a copy of the executed opinion as soon as practicable and no later than the Opinion Date.
Accordingly, we neither express nor imply any opinion on any laws other than the laws of Ireland as currently applied by the Irish courts as of the Opinion Date.
This opinion is given on the basis that it is governed by, and is to be construed in accordance with, current Irish law as of the Opinion Date and that any action arising out of it is to be determined by the High Court of Justice in Ireland (which shall have exclusive jurisdiction in relation thereto).
Globo shall make its election by written notice to Exchangor under this clause (b) within two Business Days of the Opinion Date.
Very truly yours, [Letterhead of Weil, Gotshal & ▇▇▇▇▇▇ LLP] [Effective Date Opinion] [Date] To The Bank of New York, as Administrative Agent and Issuing Bank, and each of the Lenders party to the Credit and Guaranty Agreement referred to below Re: Credit and Guaranty Agreement, dated as of October __, 2002, by and among WellChoice, Inc., as Borrower and guarantor, Empire HealthChoice Assurance, Inc.
From and after the Opinion Date and during any Insignificant Investor Period, the Trustee shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to it; provided, however, that any such lien on the Royalty Interest shall be deemed released upon a sale or other disposition of the same.
Mid-State hereby agrees to deliver an opinion of its counsel, in form satisfactory to the Administrative Agent and the Surety Provider, with respect to the creation and perfection of the security interest created under the BAT Agreement by Mid-State in the Accounts and Account Documents in favor of the Borrower, which such opinion shall be delivered by the Opinion Date.