Required Opinion definition

Required Opinion means an opinion of counsel, the form of which shall be reasonably acceptable to the General Partner and the Owner Participant, that a specified Transfer of a Limited Partnership Interest (i) may be effected without registration under the Securities Act, (ii) will not result in the violation of any applicable state securities laws, (iii) will not result in a termination of the Partnership under the Code, (iv) will not result in the Partnership being treated as an association taxable as a corporation under the Code, (v) will not result in the Partnership or any Affiliate of a Partner becoming subject to regulation under the Public Utility Holding Company Act of 1935 (or the rules and regulations promulgated thereunder) or becoming otherwise subject to increased regulatory burdens, (vi) will not result in the Cogeneration Facility ceasing to be exempt from regulation as a result of changing its status as a “qualifying cogeneration facility” under the Public Utilities Regulatory Policies Act of 1978 (or the rules and regulations promulgated thereunder), (vii) will not constitute a violation of or default under the Operative Documents and (viii) such other matters as are reasonably required by the General Partner.
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Required Opinion shall have the meaning set forth in Section 5.1.34 hereof.
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Required Opinion means an Opinion of Counsel addressed to Lender and dated as of the date of delivery to the effect that (i) the Defeasance Collateral has been duly and validly assigned and delivered to Lender, (ii) the security interest of Lender for the ratable benefit of any certificateholder, with respect to the Defeasance Collateral, is a first priority perfected security interest as security for payment of the Note, which opinion may contain, and be subject to, conditions, exceptions and qualifications customarily included in such opinion, and (iii) making the payment which accompanies such opinion would not constitute an avoidable preference under Section 547 of the Bankruptcy Code or under applicable state law in the event of a filing of a petition for relief under the Bankruptcy Code or such applicable state law by or against Borrower, as to the portion of the Defeasance Collateral that is equal to the fair market value of the Property being released in connection with such payment.
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Examples of Required Opinion in a sentence

  • If, subsequent to January 31, 2008, Borrower shall deliver a Required Opinion which was not previously delivered with respect to a State, then Borrower may cause Mortgage Borrower and Maryland Owner to amend the Corporate Services Agreement to provide for such compensation which is permissible pursuant to such Required Opinion.

  • Trustee Consent; Required Opinion of Bond Counsel; Notice of Rating Agency.

  • Benefits are payable monthly in arrears from the date the benefit period commences to age sixty (60), the Employee’s retirement date, at which time he can retire on pension with actuarial reduction under the applicable pension plan, recovery or death, whichever first occurs, for both accident and sickness.

  • Borrower shall, by no later than January 31, 2008, (i) deliver to Lender, with respect to each State in which an Individual Property is located, a legal opinion (the "Required Opinion") in form and substance and rendered by counsel reasonably acceptable to Lender, opining that the execution and delivery by HCR Manor Care Services, Inc.

  • Expedia’s obligation to accept for payment, and pay for, shares tendered pursuant to the tender offer is conditioned on its receipt of a Required Opinion in respect of the purchase of shares pursuant to the tender offer.


More Definitions of Required Opinion

Required Opinion means an Opinion of Counsel addressed to Mortgagee and dated as of the date of delivery to the effect that (i) the Defeasance Collateral has been duly and validly assigned and delivered to Mortgagee, (ii) the security interest of Mortgagee for the ratable benefit of any certificateholder, with respect to the Defeasance Collateral, is a first priority perfected security interest as security for payment of the Note, which opinion may contain, and be subject to, conditions, exceptions and qualifications customarily included in such opinion, and (iii) making the payment which accompanies such opinion would not constitute an avoidable preference under Section 547 of the Bankruptcy Code or under applicable state law in the event of a filing of a petition for relief under the Bankruptcy Code or such applicable state
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Required Opinion has the meaning set forth in Section 7.1(a) (iv). ---------------- Second Flip Point: the first day on which the Investor Group has achieved ----------------- a 20% after-tax internal rate of return calculated according to the rules and methodology set forth in Exhibit B. ---------
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Required Opinion means the unqualified opinion of Xxxxx Xxxxxxxx LLP that the consolidated financial statements present fairly, in all material respects, the financial position, the results of operations and the cash flows of Company and its Subsidiaries in conformity with GAAP. For the avoidance of doubt, any opinion (whether favorable, adverse or otherwise) with respect to Company’s internal control over financial reporting or any qualification thereof shall not affect any determination of whether the GT Report includes the Required Opinion.
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Related to Required Opinion

  • 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.

  • 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).

  • 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.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • 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.

  • 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.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

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

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

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Unqualified Tax Opinion means an unqualified “will” opinion of a law firm of nationally recognized standing in the field of taxation. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

  • Statement of Compliance means the statement forming part of a Tender indicating the Bidders compliance with the Specification.

  • 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.

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

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Actuarial opinion means the opinion of an appointed actuary regarding the adequacy of the reserves and related actuarial items based on an asset adequacy analysis in accordance with subrule 5.34(6) and with applicable actuarial standards.

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

  • Annual Statement of Compliance As defined in Section 3.13.