Xadies and Gentlemen definition

Xadies and Gentlemen. We are acting as your counsel in connection with the execution and delivery by you of a certain Reference Trust Agreement (the "Trust Agreement"), dated as of today's date, between Advisors Asset Management, Inc., as Depositor, Evaluator and Supervisor (the "Depositor", "Evaluator" and "Supervisor"), and you, as Trustee, establishing the Trust, and the execution by you, as Trustee under the Trust Agreement, of receipts for units evidencing ownership of all of the units of fractional undivided interest (such receipts for units and such aggregate units being herein respectively called "Receipts for Units" and "Units") in the Trust, as set forth in the prospectus, (the "Prospectus") included in the registration statement on Form S-6, as amended to the date hereof (the "Registration Statement"), relating to the Trust. The Trust consist of the securities listed under "Portfolio" in the Prospectus, including delivery statements relating to contracts for the purchase of certain securities not yet delivered and cash, cash equivalents or an irrevocable letter or letters of credit, or a combination thereof, in the amount required to pay for such purchases upon the receipt of such securities (such securities, delivery statements and cash, cash equivalents, letter or letters of credit being herein called the "Portfolio Assets"). We have examined the Trust Agreement, and originals (or copies certified or otherwise identified to our satisfaction) of such other instruments, certificates and documents as we have deemed necessary or appropriate for the purpose of rendering this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid instruments, certificates and documents. Based on the foregoing, we are of the opinion that:
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Xadies and Gentlemen. We have acted as counsel to Sunstrand Corporation, a Delaware corporation ("Company"), in connection with (i) the Merger, as defined and described in the Agreement and Plan of Merger, dated as of February 21, 1999 (the "Merger Agreement"), among United Technologies Corporation, a Delaware corporation ("Parent"), HSSail, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Company and (ii) the preparation and filing of the joint proxy statement/prospectus with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on May 7, 1999 (the "Proxy Statement"). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Merger Agreement. In connection with this opinion, we have examined the Merger Agreement, the Proxy Statement and such other documents and corporate records as we have deemed necessary or appropriate in order to enable us to render the opinion below. For purposes of this opinion, we have assumed (i) the validity and accuracy of the documents and corporate records that we have examined, and the facts and representations concerning the Merger that have come to our attention during our engagement, and (ii) that the Merger will be consummated in the manner described in the Merger Agreement and the Proxy Statement. In our opinion, the discussion set forth in the above captioned Proxy Statement under the heading "Material Federal Income Tax Consequences" constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences generally applicable to a holder of Company Common Stock who receives the Merger Consideration in exchange for its Company Common Stock pursuant to the Merger Agreement. This opinion is delivered in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). This letter is furnished to you solely for use in connection with the Merger, as described in the Merger Agreement and the Proxy Statement, and is not to be used, circulated, quoted, or otherwise referred to for any other purpose without our express written permission. In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the filing of this opinion as an exhibit to the Proxy Statement and to the reference to our firm name under the headings "THE ...
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Xadies and Gentlemen. Diamond Cable Communications Plc (the "Company") proposes to make an offer (the "Exchange Offer") to exchange its 10 3/4% Senior Discount Notes due February 15, 2007 (the "Old Notes") for its 10 3/4% Senior Discount Notes due February 15, 2007 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July __, 1997 (the "Prospectus"), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the "Notes". Terms used but not defined herein shall have their meanings given them in the Prospectus.
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Examples of Xadies and Gentlemen in a sentence

  • One Xxxxxx Xxxxx Xxxxxx, XX 00000 Xadies and Gentlemen: An Agreement and Plan of Merger dated as of October 29, 1998 (the "Agreement") has been entered into by and among Eclipsys Corporation, a Delaware corporation ("Eclipsys"), Fitness Merger Corp., a Massachusetts corporation and a wholly-owned subsidiary of Eclipsys (the "Sub"), and Transition Systems, Inc., a Massachusetts corporation ("TSI").

  • Xxxxx & Xo., L.P. 12550 Xxxxxxxxxx Xxxx Xx. Xxxxx, XX 00000-0000 Xadies and Gentlemen: SEMCO Energy, Inc., a Michigan corporation (the "Company"), agrees with Edwaxx X.

  • Dated: Name: Title: ANNEX G FORM OF LOCK-UP LETTER ING BARINGS As Representative of the several Underwriters listed in Schedule I c/o ING Barings 60 Lxxxxx Xxxx Xxxxxx XX0X 0XX Xadies and Gentlemen: The undersigned understands that ING Barings as representative (the "Representative") of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with Euronet Services Inc.

  • Xxxx Xadies and Gentlemen: Reference is made to that certain Credit Agreement dated as of April ___, 1997 (as it may be amended, modified, restated or supplemented from time to time, the "Credit Agreement"; capitalized terms used herein, and not otherwise defined herein, shall have their respective defined meanings as set forth in the Credit Agreement) between Physicians' Specialty Corp.

  • Xadies and Gentlemen: We have acted as counsel to Iridium Operating LLC, a Delaware limited liability company (the "Company"), in connection with the Senior Guaranteed Credit Agreement (the "Credit Agreement"), dated as of December 23, 1998, among the Company and you.

  • Xxx Xxxx, XX 00000 Xadies and Gentlemen: This letter (referred to herein as this “Lock-Up Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Digital Cinema Destinations Corp., a Delaware corporation (the “Company”), and you as representatives of the Underwriters of an underwritten public offering of Class A common stock, $0.01 par value, of the Company.

  • Xxxx Title: Secretary THE CHASE MANHATTAN BANK By: /s/ Savexxx Xxxxxxx --------------------------------------- Name: Savexxx Xxxxxxx Title: Vice President EXHIBIT A Form of Payment Notice and Disbursement Request [Letterhead of Company] THE CHASE MANHATTAN BANK 450 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xadies and Gentlemen: Reference is hereby made to the Escrow Agreement, dated as of February 5, 1999 (the "Escrow Agreement") by and between the undersigned and you, as Escrow Agent.

  • Three World Financial Center New Xxxx, Xxx Xxxx 00000 Xadies and Gentlemen: The undersigned understands that you and certain other firms propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the purchase by you and such other firms (the "Underwriters") of shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of High Speed Access Corp.

  • But also because future sessions will be aimed at this older group of unaccompanied minors, meaning that their experiences should be weighted.The students came from quite diverse backgrounds in terms of region, social class, religion, education, and so on.

  • Xxxxxxxx Xadies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of January 23, 2001 (as amended, supplemented or otherwise modified, the "Receivables Purchase Agreement"), among Royal Appliance Receivables, Inc., as Seller, Royal Appliance Mfg.


More Definitions of Xadies and Gentlemen

Xadies and Gentlemen. We refer to the Note Agreement dated as of June 22, 1997 (as amended or otherwise modified from time to time, the "Note Agreement"), between the undersigned (the "Borrower") and Nomura Asset Capital Corporation. Capitalized terms used herein but not defined herein are used herein with the same meanings as are ascribed to them in the Note Agreement. The Borrower hereby gives the Lender notice pursuant to Section 4.05 of the Note Agreement that the Borrower requests a Mortgage Loan under the Note Agreement and, in that connection, sets forth below the information relating to such proposed borrowing (the "Proposed Borrowing") as required by Section 4.05 of the Note Agreement.
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Xadies and Gentlemen. We have acted as counsel to 150 John Hancock with respect to the Loan Agreement (Real Estate) dxxxxixxx xxxve (the "Loan Agreement"), the Escrow Agreement (Real Estate) of even date therewith (the "Escrow Agreement") among Lender, Issuer, Borrower, and National City Bank of Minneapolis, as escrow agent, the Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing of even date therewith (the "Mortgage"), the Assignment of Rents and Leases of even date herewith (the "Assignment"), the Certificate and Indemnity Agreement Regarding Hazardous Substances of even date therewith(the "Hazardous Substances Agreement"), and various related matters and, in this capacity, have reviewed a duplicate original or certified copy of each of the Agreements (defined below). The Loan Agreement, the Escrow Agreement, the Mortgage, the Assignment, the Hazardous Substances Agreement and the Statement as to Tax Exempt Status, may be referred to herein collectively as the "Agreements." We have examined the Agreements and such records, certificates, and other documents and have made such other investigation as we consider necessary to render this opinion. As to various questions of fact material to our opinion, we have relied upon representations made in or pursuant to the Agreements and upon certificates of officers of 150 John Hancock. We have assumed the genuineness of all signatures (xxhxx xxxx the signatures of the officers of 150 John Hancock to the Agreements), the authenticity of all documexxx sxxxxxxxd to us as originals, and the conformity to original documents of all documents submitted to us as copies. References in this opinion to matters known to us mean the actual knowledge of the attorneys of this firm responsible for preparing this opinion after inquiry of appropriate officers of Borrower. This opinion is limited to the laws of The Commonwealth of Massachusetts and the federal laws of the United States. Based on the foregoing, and subject to the conditions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
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Related to Xadies and Gentlemen

  • Ladies and Gentlemen We have acted as counsel Morgan Stanley S&P 500 Xxxxxx Xxxx ("S&P Select"), and Morgan Stanley S&P 500 Xxxxx Fxxx ("X&P Index") in connection with the proposed transfer of substantially all of the assets of S&P Select to S&P Index and certain other transactions related thereto pursuant to and in accordance with the terms of the Reorganization Agreement (the "Reorganization"). You have requested that we provide an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"), and the accuracy of the tax disclosures in the proxy statement and prospectus (the "Proxy Statement/Prospectus") on Exhibit 12 to the Form N-14 Registration Statement. In connection with rendering these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the Reorganization, and the Proxy Statement/Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of Morgan Stanley Investmexx Xxxixxxx Xxc ("the "Advisor") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated February 26, 2002, and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have not made an independent investigation of the facts set forth either in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering these opinions that the information presented in such documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. We have also assumed for purposes of rendering our opinions (i) the accuracy of, and material compliance with, the representations of the Advisor set forth in the letter referred to above, (ii) the accuracy of, and material compliance with, the representations, warranties, covenants and agreements of S&P Select and S&P Index made in the Reorganization Agreement, and (iii) that there are no agreements or understandings other than those of which we have been informed that would affect our conclusions set forth below. The opinions set forth below are based on the Code, the legislative history with respect thereto, rules and regulations promulgated thereunder, and published rulings, court decisions and administrative authorities issued with respect to all of the foregoing, all as in effect and existing on the date hereof, and all of which are subject to change at any time, possibly on a retroactive basis. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be asserted by the Internal Revenue Service. Any change occurring after the date hereof in, or a variation from, any of the foregoing factual or legal bases for our opinions could affect the conclusions set forth below. In addition, the opinions expressed herein are given as of the date hereof and we express no obligation to advise you of any changes in the law or events that may hereafter come to our attention that could affect our opinions set forth below. Based on the foregoing, we are of the opinions that, for federal income tax purposes:

  • and Gentlemen We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 3368 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler XXX, xounsex xxx the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof. Based upon the foregoing, we are of the opinion that the Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2). We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-178965) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein. Very truly yours, CARTER LEDYARD & MXXXXXX XXX

  • Gentlemen Pursuant to Section 4.1 of the Agreement, the undersigned hereby requests that you issue (pick one): _____ an irrevocable standby Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Irrevocable Standby Letter of Credit. _____ a commercial Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Commercial Letter of Credit. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Agreement are true and correct in all material respects as if made on and as of the date hereof and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing and that no such Default or Event of Default will result from the issuance of the Letter of Credit requested hereby. Very truly yours, DOANX XXXDUCTS COMPANY By: --------------------------------------- Title: ------------------------------------ - 112 - 119 EXHIBIT E FORM OF STANDBY LETTER OF CREDIT APPLICATION - 113 - 120 EXHIBIT F FORM OF COMMERCIAL LETTER OF CREDIT APPLICATION - 114 - 121 EXHIBIT G LETTER OF CREDIT PARTICIPATION CERTIFICATE This Letter of Credit Participation Certificate is issued pursuant to Section 4.2 of that certain Amended and Restated Revolving Credit and Term Loan Agreement dated February 28, 1996, by and among Doanx Xxxducts Company (formerly known as DPC Transition Corp), the banks listed on the signature pages thereof and Mercantile Bank of St. Louis National Association, as agent for the Banks, as the same may from time to time be amended, modified, extended or renewed (the "Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement. Subject to the terms, provisions and conditions contained in the Credit Agreement, Mercantile hereby issues to ______________________________ a ______________________ Percent (________%) undivided participation interest in all Letters of Credit issued by Mercantile from time to time under the Credit Agreement (including, without limitation, an undivided participation interest in the reimbursement risk relating to such Letters of Credit and in all payments and Letter of Credit Loans made by Mercantile in connection with such Letters of Credit). This Certificate may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument. Executed this ______ day of ____________, 19_____.

  • And whereas The Lessee wishes to lease the Leased Premises from the Lessor in unprotected lease and to sign the Management Agreement, inter alia, as stated hereunder, and the Appendixes of this Agreement in accordance with the provisions set forth in this Agreement;

  • Contact Name P osition : : A ddress : : Zip Code & City : : E -mail address : : T elephone # : : Fax#: Country : :

  • Related Bodies Corporate has the meaning given to that term in the Corporations Xxx 0000 (Cth).

  • the International Bureau means the International Bureau of the World Intellectual Property Organization.

  • Self-Administration of Medication means the individual manages and takes his or her own medication, identifies his or her medication and the times and methods of administration, places the medication internally in or externally on his or her own body without staff assistance upon written order of a physician, and safely maintains the medication without supervision.

  • Mobile Banking means the banking services accessible from the Device you have registered with us for Mobile Banking.

  • ABN means Australian Business Number.

  • FIFA means the Federation Internationale de Football Association.

  • Place of public accommodation means any building or structure in which goods are supplied or services performed, or in which the trade of the general public is solicited.

  • international agreement means the Multilateral Convention for Mutual Administrative Assistance in Tax Matters, any bilateral or multilateral Tax Convention, or any Tax Information Exchange Agreement to which the Member State is a party, and that by its terms provides legal authority for the exchange of tax information between jurisdictions, including automatic exchange of such information.

  • Mizuho means Mizuho Bank, Ltd.

  • DEAR means the DOE Acquisition Regulations, including all amendments and changes thereto in effect on the effective date of this Agreement.

  • The crime of apartheid means inhumane acts of a character similar to those referred to in paragraph 1, committed in the context of an institutionalized regime of systematic oppression and domination by one racial group over any other racial group or groups and committed with the intention of maintaining that regime;

  • Administration of Medication means the act of placing a medication in or on an individual's body by a staff member who is responsible for the individual's care.

  • the SSCBA means the Social Security Contributions and Benefits Act 1992;

  • Print Name Signature: Date:

  • Securities and Futures Ordinance means the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

  • Internet Banking means the service we offer by which you can access and transact on a nominated account by using a personal computer and accessing via our website. This includes transactions processed through the mobile banking facility as well as the smartphone app facility.

  • dBA means sound pressure level measured on the "A" weight scale in decibels.

  • Law relating to a public servant s office or employment” means a law that specifically applies to a person acting in the capacity of a public servant and that directly or indirectly imposes a duty on the public servant or governs the conduct of the public servant. Penal Code 39.01(1)

  • SONIAi means the SONIA Reference Rate for:

  • ESFA means the Education and Skills Funding Agency.

  • Mobile Banking Service means the EB Services which we enable you to access via the Mobile Banking App or a web browser designed for use on a Mobile Device; and