Opinion Parties definition

Opinion Parties means, collectively, (i) Endeavour Operating Corporation, a Delaware corporation (“EOC”); (ii) Endeavour Energy New Ventures Inc., a Delaware corporation (“New Ventures”); (iii) END Management Company, a Delaware corporation (“END Management”); (iv) Endeavour Energy North Sea, L.P., a Delaware limited partnership (“Endeavour North Sea L.P.”); and (v) Endeavour Energy North Sea LLC, a Delaware limited liability company (“Endeavour North Sea LLC”);
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Opinion Parties means the Issuer and the Guarantors. This opinion is provided in response to the requirement in Section 2.2(a)(iii)(F) of the Exchange Agreement (the “Exchange Agreement”), dated October 17, 2018, by and among the Issuer, the Guarantors and each of the Holders party thereto relating to the exchange by the Holders of Issuer’s (i) 6.875% Senior Notes due 2022 and (ii) 7.125% Senior Notes due 2025, which were issued pursuant to the Indenture, dated as of April 12, 2017 (the “Old Indenture”), between the Issuer, the Guarantors and the Trustee, for new Senior Secured Second Lien PIK Notes due 2024 of the Issuer (the “New Notes”) and the related Guarantees of the New Notes by the Guarantors (the “Guarantees”), which are being issued pursuant to an Indenture (the “New Indenture”) dated as of the date hereof, between the Issuer, the Guarantors, Wilmington Trust, National Association, as trustee (the “Trustee”) and as Collateral Agent (the “Collateral Agent”, and together with the Trustee, “you”). Beijing Boston Chicago Dallas Hong Kong Houston London Los Angeles Munich Palo Alto San Francisco Shanghai Washington, D.C. Wilmington Trust, National Association October [ ], 2018 The opinions expressed herein are being provided pursuant to Section 2.2(a)(iii)(F) of the Exchange Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Exchange Agreement, the New Indenture and the Second Lien Collateral and Guaranty Agreement, dated as of the date hereof, made by the Issuer and the other grantors party thereto in favor of the Collateral Agent (the “Collateral Agreement”) as applicable (with references herein to the Exchange Agreement and each document defined therein meaning the Exchange Agreement and each such document as executed and delivered on the date hereof, or if executed and delivered on an earlier date, as the same is in effect on the date hereof). In connection with the preparation of this letter, we have, among other things, reviewed the executed New Indenture and the Exchange Agreement. We have also reviewed the executed Collateral Agreement. For purposes hereof, the New Indenture and the Exchange Agreement, each in the form reviewed by us for purposes of this opinion letter are referred to herein collectively as the “Operative Documents” and the New Indenture and the Collateral Agreement, each in the form reviewed by us for purposes of this opinion letter, are referred to herein collectively as the...
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Opinion Parties means the Company, CDI, Co-op, Newco B.V., ST B.V., ST Holland, ST Intermediate, ST Mexico and ST US, collectively;
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Examples of Opinion Parties in a sentence

  • We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Opinion Parties and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Opinion Parties and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

  • We have assumed the due execution and delivery, pursuant to due authorization, of the Loan Documents by each of the parties thereto other than the Opinion Parties.

  • Each of the Equity Participation Agreement, Equity Funding Agreement, Guaranty (ITC Compensation), Guaranty (Recapture Indemnification) and Blocked Account Control Agreement constitutes the valid and binding obligation of the Opinion Parties, enforceable against the Opinion Parties in accordance with its terms.

  • With respect to the matters described in clauses (i), (ii), (iii), (iv), (v) and (vi) of this paragraph as they relate to the Opinion Parties, we are relying on the in-house legal opinion of Xxxxxx X.

  • The execution and delivery by each of the Opinion Parties of the Basic Documents to which it is a party, and compliance by such Opinion Party, with the provisions thereof will not violate any statute, rule or regulation of the State of New York, or any federal statute, rule, or regulation, in each case that is applicable to such Opinion Party.

  • The Guarantee by the Opinion Parties with respect to the Exchange Notes has been duly authorized by the Opinion Parties.

  • The Exchange Notes will be guaranteed by the Opinion Parties in accordance with the terms of Opinion Parties’ guarantee as set forth in the Indenture (the “Guarantee”).

  • The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate or limited liability company (as applicable) action on the part of the Opinion Parties.

  • As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Opinion Parties and others and of public officials, including those in the Secretary’s Certificates and the factual representations and warranties contained in the Underwriting Agreement.

  • We have acted as special counsel for the Opinion Parties (as defined below) in connection with the preparation, execution and delivery of the Loan Agreement, the Notes (as defined below) and the Subsidiary Guaranty (as defined below).


More Definitions of Opinion Parties

Opinion Parties refers to the Delaware Opinion Parties and the Parent, and “Loan Parties” refers to the Opinion Parties and the Tenant Subsidiary Guarantors. In connection with this opinion, we have examined copies of:
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Opinion Parties the Opinion Parties other than the Borrower are referred to herein collectively as the “Guarantors”) (the Subsidiary Guaranty, together with the Credit Agreement and the Notes, the “Loan Documents”);
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Opinion Parties means, collectively, Company, Holdings and each of their Domestic Subsidiaries. “Principal Documents” means, collectively, each of the following: Credit Agreement Notes Security Agreement Guaranty North Carolina mortgage Grant of Copyright Security Interest Grant of Patent Security Interest Grant of Trademark Security Interest Deposit Account Control Agreement(s)
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Related to Opinion Parties

  • Certification Parties As defined in Section 11.09.

  • Transaction Parties As defined in Section 5.3(o).

  • Certification Party As defined in Section 11.05.

  • 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.

  • 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.

  • Construction Parties means all of the Parties to a Construction Service Agreement.

  • Security Parties means each Borrower, each Guarantor, each Chargor, and any other person (other than a Manager or Charterer) who may at any time during the Facility Period be liable for, or provide security for, all or any part of the Indebtedness, and "Security Party" means any one of them.

  • Initial Guarantors shall have the meaning set forth in the preamble.

  • Covered Parties has the meaning set forth in Section 6.7(a).

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

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

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

  • Credit Parties means the Borrower and the Guarantors.

  • Environmental Documents means, for any Person: (A) any and all documents received by the Person or its Subsidiaries from the United States Environmental Protection Agency (“EPA”) or any other Governmental Entity concerning the environmental condition of any property owned, leased or operated at any time by the Person or any Subsidiary of the Person, or the effect of the Person’s business operations or the business operations of any Subsidiary of the Person on the environmental condition of such property; (B) any and all documents submitted by the Person or any Subsidiary of the Person during the past five years to the EPA or any state, county or municipal environmental or health agency concerning the environmental condition of any property owned, leased or operated at any time by the Person or any Subsidiary of the Person, or the effect of the Person’s business operations or the business operations of any Subsidiary of the Person on the environmental condition of such property, and (C) any report, study, assessment, audit, or other similar document that addresses any issue of actual or potential noncompliance with, actual or potential liability under or cost arising out of, or actual or potential impact on business in connection with, any Environmental Law or any proposed or anticipated change in or addition to Environmental Law, that may in any way affect the Person or any entity for which it may be liable or any Subsidiary of the Person.

  • Environmental Report The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Transaction Party means the Company and each Guarantor, collectively, “Transaction Parties”.

  • environmental document means an environmental

  • Insolvency Opinion means that certain non-consolidation opinion letter dated the date hereof delivered by Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP in connection with the Loan.

  • Environmental Reports means each and every “Phase I Environmental Site Assessment” (and, if applicable, “Phase II Environment Site Assessment”) as referred to in the ASTM Standards on Environmental Site Assessments for Commercial Real Estate, E 1527-2000 and an asbestos survey, with respect to each Mortgaged Property, prepared by one or more Environmental Auditors and delivered to Lender and any amendments or supplements thereto delivered to Lender.

  • Responsible Parties means all Retailers and Customers, including Transmission Load Customers, Distribution Load Customers, DG Customers, MG Customers or agents of the foregoing;

  • Warrantors means the Founders, the Founder Holdcos and the Group Companies.

  • Foreign Guarantors means and includes each Foreign Borrower and each Foreign Subsidiary Guarantor.

  • Note Parties means, collectively, the Company and each Guarantor.

  • Loan Parties means, collectively, the Borrower and each Guarantor.