Reliance on Opinions. Before the Indenture Trustee acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.
Reliance on Opinions. Before the Administrative Agent acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel. The Administrative Agent will not be liable for action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.
Reliance on Opinions. The foregoing opinions are being furnished to the Lender Parties for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Headings in this opinion letter are intended for convenience of reference only and shall not affect its interpretation. Very truly yours, LENDER JOINDER AGREEMENT November 21, 2008 Xxxxx X. Xxxxxx Assistant Vice President, Agency Management Officer II Bank of America, N.A. 000 X. Xxxxx Street NC1-001-15-14 Charlotte, North Carolina 28255 Vulcan Materials Company 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Senior Vice President and Chief Financial Officer Ladies and Gentlemen: Reference is made to that certain 364-Day Credit Agreement, dated as of November 17, 2008 (as amended, restated, extended, supplemented, amended and restated or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Vulcan Materials Company, a New Jersey corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). This Lender Joinder Agreement (this “Agreement”) is made and delivered pursuant to Section 2.14(c) of the Credit Agreement. The Borrower hereby confirms its agreement to increase the Aggregate Commitments by $25,000,000 in accordance with the terms of said Section 2.14 effective as of November 21, 2008 (the “Increase Effective Date”). As of the Increase Effective Date, the undersigned (the “Joining Lender”) will become a party to the Credit Agreement as a Lender and, after giving effect to said Section 2.14, the Joining Lender will have a Commitment equal to $25,000,000 (as from time to time adjusted in accordance with the terms of the Credit Agreement). The Joining Lender, by its execution of this Agreement, hereby confirms and agrees that with effect on and after the Increase Effective Date, it shall be and become a party to the Credit Agreement as a Lender, and shall have all of the right...
Reliance on Opinions. The foregoing opinions are being furnished only to the Lender Parties and only for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without my prior written consent. At your request, I hereby consent to reliance hereon by any future successor or assignee of any Lender’s interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to (to the extent consent is required) in accordance with the express provisions of Section 11.8 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) I have no responsibility or obligation to update this letter, to consider its applicability or correctness to any person other than its addressee(s), or to take into account changes in law, facts or any other developments of which I may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time. The Lender Parties are hereby permitted to be furnished and to rely on, subject to the assumptions, exclusions, qualifications, limitations and conditions therein, (i) the Opinion Letter dated as of June 30, 2004 given by Xxxxxxx Xxxxx, in his capacity as senior counsel to the Borrower, in connection with the closing of that certain Credit Agreement dated as of June 30, 2004 among the Borrower, the various financial institutions parties thereto and Citicorp North America, Inc. and PNC Bank, National Association, as co-administrative agents, (ii) the Opinion Letter dated as of April 1, 2005 given by Xxxx X. Hammond, in his capacity as Senior Attorney to the Borrower, in connection with the closing of the 2005 Credit Agreement, (iii) the Opinion Letter dated as of June 27, 2007 given by X. X. Xxxxx in his capacity as Senior Attorney to the Borrower in connection with the closing of the 2007 Credit Agreement, and (iv) the Opinion Letter dated as of May 7, 2010 given by me in my capacity as Senior Counsel to the Borrower in connection with the closing of the 2010 Credit Agreement. The headings or titles to paragraphs or sections of this opinion letter are for convenience of reference only and are not to be construed to have any e...
Reliance on Opinions. The foregoing opinions are being furnished only to the Lender Parties and only for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon by any other person or entity or for any other purpose without our prior written consent. At your request, we hereby consent to reliance hereon by any future successor or assignee of any Lender’s interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 11.8 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to any person other than its addressee(s), or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time. The headings or titles to paragraphs or sections of this opinion letter are for convenience of reference only and are not to be construed to have any effect or meaning with respect to such paragraphs or sections. Very truly yours, Attachments: Schedule I - Borrower Parties Schedule II UCC Filing Offices Schedule III Control Agreements Annex A - Borrower’s Certificate SCHEDULE I Borrower Parties Borrower Parties State of Formation CNX Gas Corporation Delaware corporation Cardinal States Gathering Company (Guarantor) Virginia general partnership CNX Gas Company LLC (Guarantor) Virginia limited liability company Xxxx Energy, LLC (Guarantor) Tennessee limited liability company Coalfield Pipeline Company (Guarantor) Tennessee corporation MOB Corporation (Guarantor) Pennsylvania corporation SCHEDULE II UCC FILING OFFICES BORROWER PARTIES FILING OFFICE CNX Gas Corporation Delaware Secretary of State Cardinal States Gathering Company (Guarantor) Virginia State Corporation Commission CNX Gas Company LLC (Guarantor) Virginia State Corporation Commission Xxxx Energy, LLC (Guarantor) Tennessee Secretary of State Coalfield Pipeline Company (Guarantor) Tennessee Secretary of State MOB Corporation (Guarantor) Pennsylvania Secretary of Stat...
Reliance on Opinions. In administering the Plan, the Administrator will be entitled to the extent permitted by law to rely conclusively on all certificates, opinions and reports which are furnished by, or in accordance with the instructions of, the administrators of the Health Care Coverage, Dental Coverage, Vision Coverage, Accidental Death and Dismemberment Insurance, Employee Life Insurance, Long-Term Disability Insurance and Short-Term Disability Coverage plans, or by accountants, counsel or other experts employed by the Administrator.
Reliance on Opinions. The foregoing opinions are being furnished to the Purchasers for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Very truly yours, /s/ MXXXXXX WXXXX LLP
Reliance on Opinions. The foregoing opinions are being furnished to the Note Purchasers and the Lenders for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Very truly yours, /s/ McGuireWoods LLP EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this "AGREEMENT"), dated as of April 22, 2003, is entered into by and among Diomed Holdings, Inc., a Delaware corporation, with headquarters located at Xxx Xxxxxx Xxxx, Xxxxxxx, XX 00000 (the "COMPANY"), Diomed, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("DIOMED"), each entity named on the signature page hereto as a Note Purchaser (each, a "NOTE PURCHASER") and Gibralt US, Inc., a Colorado corporation (the "DESIGNATED NOTE PURCHASER"). Capitalized terms used herein shall have their respective meanings set forth in SCHEDULE I attached hereto, unless the context clearly indicates otherwise.
Reliance on Opinions. The foregoing opinions are being furnished to the Note Purchasers and the Lenders for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Very truly yours, /s/ McGuireWoods LLP EXHIBIT D TO EXCHANGE AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April 22, 2003 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "AGREEMENT"), is made by DIOMED, INC., a Delaware corporation (the "Grantor"), in favor of GIBRALT US, INC., a Colorado corporation (the "DESIGNATED NOTE PURCHASER" and the "DESIGNATED LENDER") for the benefit of the Secured Parties (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in ARTICLE I) set forth on the signature pages hereto and their permitted successors and assigns, and amends and restates in its entirety the Security Agreement dated December 27, 2002 entered into by the Grantor.
Reliance on Opinions. The foregoing opinions are being furnished to the Administrative Agent and the Banks for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent; provided, however, this opinion letter may be relied upon by any Eligible Assignee who becomes a Bank under the Credit Agreement. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Very truly yours, UNGARETTI & XXXXXX LLP Annex A [To be attached] EXHIBIT 7.3 FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to Bank of America, N.A., as Administrative Agent pursuant to the Credit Agreement (the "Credit Agreement") dated as of ________ ___, 2006, by and among Peoples Energy Corporation, the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
