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 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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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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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 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 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 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 shall be entitled to enforce the rights of the System Lessor hereunder.

  • The Owner Participant shall be an express third-party beneficiary of this Consent.

  • 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.

  • Futter AUDIT FEES Fees paid or payable to PwC for services rendered during 2000 are as follows: Audit fees...............................................

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 NATIONAL FERTILIZERS LTD., incorporated in India, having its registered office at SCOPE COMPLEX, Core No-III, 7, Institutional Area, Lodhi Road, New Delhi-110003.

  • 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."

  • Non-Lead Special Servicer means the “special servicer” under any Non-Lead Securitization Servicing Agreement.

  • Certificateholder means the Person in whose name the Certificate is registered.

  • The Owners means the party identified in Box 3;

  • FTPS Unit Servicing Agent means FTP Services LLC or any successor FTPS Unit servicing agent appointed as hereinafter provided."

  • Master Servicer means the master servicer appointed as provided in the Lead Securitization Servicing Agreement.

  • The Master Servicer shall master service the Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not permit any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action would not cause any REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon any REMIC. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer, with any powers of attorney empowering the Master Servicer or any Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer or any Servicer). If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 9.11 hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not, except in those instances where it is taking action in the name of the Trustee, be deemed to be the agent of the Trustee.

  • Non-Lead Asset Representations Reviewer means the party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation AB) under a Non-Lead Securitization Servicing Agreement.

  • Other Participant means a cooperative project participant other than the United States.

  • Study Participant means a person recruited to participate in the Study.

  • Subservicer means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

  • Other Master Servicer means the applicable other “master servicer” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.

  • Other Special Servicer The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.

  • Non-Lead Master Servicer means the “master servicer” under any Non-Lead Securitization Servicing Agreement.

  • Special Servicer means the special servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization Servicing Agreement.

  • FTR Participant means any Market Participant that provides or is required to provide Collateral in order to participate in PJM’s FTR auctions.

  • Service contract holder or “contract holder” means a person who is the purchaser or holder of a service contract.

  • Requesting Participant means a Participant initiating an RFQ.

  • Class B Certificateholder means the Person in whose name a Class B Certificate is registered in the Certificate Register.

  • the Macfarlane (Special Payments) Trust means the trust of that name, established on 29th January 1990 partly out of funds provided by the Secretary of State, for the benefit of certain persons suffering from haemophilia;

  • Holder or Certificateholder The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, any Servicer or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee may request and conclusively rely on certifications by the Depositor, the Master Servicer and any Servicer in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer or such Servicer.

  • Outside Special Servicer With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside Servicing Agreement.