The Owner Participant definition

The Owner Participant has requested that we deliver this opinion to you pursuant to the Participation Agreement and we understand and agree that you may rely on the opinions expressed herein. Capitalized terms used herein without definition shall have the meanings set forth in Schedule II to the Participation Agreement. As such counsel, we have examined the Agreements and have examined and relied upon the representations and warranties as to factual matters contained therein and upon the originals or copies, certified to our satisfaction, of such records, documents and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion. In rendering the opinions expressed below, we have assumed that each of the Agreements has been duly authorized, executed and delivered by each of the parties thereto, that each such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has the requisite power and authority to execute, deliver and perform each Agreement to which it is a party, and, except as specifically addressed herein, that such execution and delivery did not, and such performance will not, breach, conflict with, or constitute a violation of, the laws or governmental rules or regulations of any jurisdiction. Based on and in reliance upon the foregoing, we are of the opinion that:
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The Owner Participant or its Affiliates in respect of equipment or facilities similar in nature to Clover Unit 1 or any part thereof or in any other electrical, steam, cogeneration or other energy or utility related equipment or facilities or the general business or other activities of the Owner Participant or Affiliates or the nature of any of the properties or assets from time to time owned, leased, operated, managed or otherwise used or made available for use by the Owner Participant or its Affiliates or (b) a failure of the Owner Participant to perform routine, administrative or ministerial actions the performance of which would not subject the Owner Participant to any adverse consequence (as determined by the Owner Participant, in its sole discretion acting in good faith); or
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The Owner Participant has requested that we deliver this opinion to you pursuant to the Participation Agreement and we understand and agree that you may rely on the opinions expressed herein. Capitalized terms used herein without definition shall have the meanings set forth in Schedule II to the Participation Agreement. As such counsel, we have examined the Agreements and have examined and relied upon the representations and warranties as to factual matters contained therein and upon the originals or copies, certified to our satisfaction, of such records, documents and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion. Based on and in reliance upon the foregoing, we are of the opinion that:
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Examples of The Owner Participant in a sentence

  • The Owner Participant shall not have any duty or responsibility hereunder, including, without limitation, any of the duties mentioned in clauses (i) through (v) above; provided, that nothing contained in this sentence shall limit any obligations of the Owner Participant under the Participation Agreement or relieve the Owner Participant from any restriction under Section 4.03 hereof.

  • The Owner Participant covenants and agrees that it shall not unreasonably withhold its consent to any consent requested of the Owner Lessor under the terms of the Operative Documents that by its terms is not to be unreasonably withheld by the Owner Lessor.

  • The Owner Participant will execute such agreements and documents as may be necessary with respect to any such refinancing and will instruct the Owner Lessor to act accordingly.

  • The Owner Participant shall not have legal title to any part of the Trust Estate.

  • The Owner Participant shall be responsible for causing to be prepared and filed all income tax returns required to be filed by the Owner Participant.

  • The Owner Participant or the Owner Trustee, as the case may be, upon request, will furnish the Owner Trustee or the Owner Participant, as the case may be, with all such information as may be reasonably required from the Owner Participant or the Owner Trustee, as the case may be, in connection with the preparation of such income tax returns.

  • The Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with the Lessee as to the terms of any such Refinancing transaction (including the terms of any debt to be issued in connection with such refinancing and the documentation to be executed in connection therewith).

  • The Owner Participant further represents and warrants that neither it nor anyone authorized to act on its behalf has made or will make any offer, solicitation or sale of any interest in the Lessor's Estate or the Trust Agreement in violation of the provisions of Section 5 of the Securities Act of 1933, as amended.

  • The Owner Participant agrees that it will not instruct the Owner Lessor to take any action prohibited by this Agreement or any other Operative Document.

  • The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee.

Related to The Owner Participant

  • Owner Participant With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Participant" as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner Participant; and OWNER PARTICIPANTS at any time of determination means all of the Owner Participants thus referred to in the Indentures.

  • The Owner means the Owner/Project Management Consultant appointed by the Owner for preparing all the drawings, details and specifications of items required for the execution of the work and supervise and monitor the execution at site along with checking and verifying Bidder’s bill.

  • The Owner/Company/BPCL means the Bharat Petroleum Corporation Limited, incorporated in India having its registered office at 4 & 6, Currimbhoy Road, Ballard Estate, Mumbai - 400 038 or their successors or assigns

  • First Tier Participant refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

  • Fund/SERV Eligible Unit Servicing Agent means FTP Services LLC or any successor Fund/SERV Eligible Unit servicing agent appointed as hereinafter provided."