Opinion of Special Counsel definition

Opinion of Special Counsel means the written opinion of Xxxxxxx & Xxxx, P.C. or other nationally recognized firm of bond counsel. Unless otherwise specifically noted herein, an Opinion of Special Counsel must conclude that the action or proposed action or the failure to act or proposed failure to act for which the opinion is required will not adversely affect the exclusion of the Interest Component from gross income for federal income tax purposes.
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Opinion of Special Counsel means the written opinion of Gilmore & Bell, P.C. or other nationally recognized firm of bond counsel. Unless otherwise specifically noted herein, an Opinion of Special Counsel must conclude that the action or proposed action or the failure to act or proposed failure to act for which the opinion is required will not adversely affect the exclusion of the Interest Component from gross income for federal income tax purposes.
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Opinion of Special Counsel means a written opinion of Independent Counsel or Special Counsel, as appropriate. "Outstanding," when used with reference to Certificates, or "Certificates Outstanding," means all Certificates which have been authenticated and delivered by the Trustee under this Trust Agreement, except the following:
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Examples of Opinion of Special Counsel in a sentence

  • Any certificate may be based, insofar as it relates to legal matters, upon a Favorable Opinion of Special Counsel unless the person or persons executing such certificate know that the Favorable Opinion of Special Counsel with respect to the matters upon which his, her or their certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.

  • Opinion of Special Counsel In the opinion of Gilmore & Bell, P.C., Special Counsel, under the law existing as of the issue date of the Series 2020 Certificates: Federal and Missouri Tax Exemption.

  • The Compliance Officer is responsible for obtaining and delivering to the City and the Trustee any Opinion of Special Counsel required under the provisions of this Tax Agreement, including any Opinion of Special Counsel required by this Tax Agreement or the Annual Compliance Checklist.

  • The description of the Improvements in Exhibit B may be supplemented or amended at any time by resolution of the Board upon receipt of a Favorable Opinion of Special Counsel with respect to such supplement or amendment.

  • The City will file or cause to be filed with the IRS such reports or other documents as are required by the Code in accordance with an Opinion of Special Counsel.

  • The Trustee may invest funds held hereunder without regard to yield despite any provision herein directing investment with regard to the Restricted Yield, provided that prior to making such an investment, the Trustee receives an Opinion of Special Counsel that such an investment will not adversely affect the exclusion from gross income that would otherwise be applicable to interest components of Installment Payments.

  • Notary Public EXHIBITS TO AGREEMENT Exhibit A Property and Redevelopment Project Area Exhibit B Xxxxxxx Paper Redevelopment Project Exhibit C Disclosure Affidavit Exhibit D Form of Opinion of Counsel to the Developer Exhibit E Form of Opinion of Special Counsel to the Village EXHIBIT A PROPERTY AND REDEVELOPMENT PROJECT AREA I.

  • By: Name: Title: SOVRAN ACQUISITION LIMITED PARTNERSHIP By: Sovran Holdings, Inc., its general partner By: Name: Title: Exhibit 4.4(a) Form of Opinion of Counsel to the Obligors [Omitted] Exhibit 4.4(b) Form of Opinion of Special Counsel to the Purchasers [Omitted] Exhibit 9.5(b) Forms of Subsidiary Guaranty and Joinder to Subsidiary Guaranty Attached.

  • EXHIBIT A-2 Opinion of Special Counsel of the Company Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, Special Counsel of the Company, to be delivered pursuant to Section 5 of the Purchase Agreement.

  • In giving the opinions required by this subsection (d)(1), the Company Legal Officer may rely on the opinion o f Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, insofar as such opinions relate to New York law.2) Opinion of Special Counsel to the Company.

Related to Opinion of Special Counsel

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Opinion of Independent Counsel means a written opinion of legal counsel issued by someone who is not an employee or consultant of Parent, the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E or in such other form agreed upon by the parties, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • Co-Lead Counsel means the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Employer and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Employer.

  • Judicial officer means any justice or judge of a court of record or any county

  • Certified counselor means an individual who is certified by a training program or certifying organization, approved by the director, that authenticates the competence of individuals who provide education and assistance to other individuals in connection with debt counseling and financial counseling functions.

  • Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Financial Officer Certification means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

  • Lead Counsel means the law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.