Opinion Requested Sample Clauses

Opinion Requested. You have requested our opinion as to whether, if the District were to become the debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.) (the “Bankruptcy Code”) commenced after the date hereof, the court would hold that the lien described in section 5451.5 of the California Government Code on Parcel Tax Revenues is a “statutory lien” within the meaning of section 101(53) of the Bankruptcy Code, so that section 552(a) of the Bankruptcy Code would not in and of itself cause Parcel Tax Revenues acquired by the District after the commencement of such case to not be subject to such lien. Our opinion is based solely upon our examination of such matters of law as we have deemed necessary for purposes of rendering such opinion. We have not made any investigation of any factual matter.
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Opinion Requested. You have requested our opinion as to whether, in the event that the Federal Deposit Insurance Corporation (the "FDIC") were to be appointed as conservator or receiver for the Bank pursuant to Section 11(c) of the Federal Deposit Insurance Act (the "FDIA") and a court were to recharacterize the transfer of the Bank's right, title, and interest in, to and under the Specified Assets to the Eligible Lender Trustee pursuant to the Transfer and Servicing Agreement as the grant of a security interest in the Specified Assets securing a loan from the Eligible Lender Trustee to the Bank (such security interest, the "Security Interest"), the Security Interest would be enforceable notwithstanding the appointment of the FDIC as conservator or receiver of the Bank.
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Opinion Requested. Bear Xxxxxxx Commercial Mortgage, Inc. In connection with the Final Advance, we have been requested and authorized by Borrower to render an opinion on whether, in the event that any one or more of the Managing Member, Acadia Strategic or Property Manager (each, a "Relevant Entity" and collectively, the "Relevant Entities") were to be a debtor or debtor acting as a debtor-in-possession in a case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), under present reported decisional authority and statutes applicable to federal bankruptcy cases, in a properly presented and competently argued case, a United States Bankruptcy Court or other United States court exercising jurisdiction of such case under the Bankruptcy Code (a "Bankruptcy Court") would disregard the separate existence of the Borrower and order substantive consolidation under the Bankruptcy Code of the assets and liabilities of Borrower with the assets and liabilities of one or more of such Relevant Entities and treat such assets and liabilities as though Borrower and such Relevant Entity or Relevant Entities were one entity (a "Substantive Consolidation").
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Related to Opinion Requested

  • Notice of Proposed Transfer; Opinions of Counsel Prior to any transfer of any Call Warrant or portion thereof, the Warrant Holder will give 5 Business Days (or such lesser period acceptable to the Warrant Agent) prior written notice to the Warrant Agent of such Warrant Holder's intention to effect such transfer.

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion of XxXxxxxxx Will & Xxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • STATEMENTS REQUIRED IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL Each Officer’s Certificate (other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture will include:

  • OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

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