Materiality Opinion definition

Materiality Opinion. A written opinion of Xxxxxxxx & Xxxxx LLP or another nationally recognized law firm experienced in securitization matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.
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Materiality Opinion has the meaning set forth in the Swap Counterparty Rights Agreement, if any.
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Materiality Opinion. A written opinion of Xxxxxxxx & Xxxxx LLP, Xxxxx Xxxxx LLP or another nationally recognized law firm experienced in securitization matters reasonably acceptable to the [Swap] [Cap] Counterparty, addressed to the [Swap] [Cap] Counterparty and in form and substance reasonably satisfactory to the [Swap] [Cap] Counterparty.] Mediation: A non-binding mediation or arbitration proceeding with [AAA][FINRA][ADR Facilitator][JAMS] conducted pursuant to the rules set forth in the [AAA Rules][FINRA Rules][JAMS Rules][ADR Rules].
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Examples of Materiality Opinion in a sentence

  • No supplemental indenture shall be entered into under Section 9.1(b) or 9.2 of the Indenture unless either (A) the Primary Swap Counterparty consents in writing to such supplemental indenture or (B) such supplemental indenture will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Custodian Agreement may be amended, modified or supplemented pursuant to Section 8 thereof; provided, however, that no such amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) such amendment, modification or supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Administration Agreement may be amended from time to time pursuant to Section 13 of the Administration Agreement; provided, however, that no amendment will be effected pursuant to Section 13 of the Administration Agreement unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) such amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Trust Sale and Servicing Agreement may be amended from time to time by the Seller, the Servicer and the Owner Trustee in the manner specified by Section 9.01(b) of the Trust Sale and Servicing Agreement; provided, however, that no such amendment shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) the amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Custodian Agreement may be amended pursuant to Section 8 thereof; provided, however, that no such amendment shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) such amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • No supplemental indenture shall be entered into under Section 9.1(b) or 9.2 of the Indenture unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) such supplemental indenture will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Owner Trustee shall furnish notice to the Primary Swap Counterparty and to each of the Rating Agencies prior to obtaining consent to any proposed amendment under Section 8.2 of the Trust Agreement; provided, however, that no amendment shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) the amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

  • The Owner Trustee shall furnish notice to the Swap Counterparty and to each of the Rating Agencies prior to obtaining consent to any proposed amendment under Section 8.2 of the Trust Agreement; provided, however, that no amendment shall be made unless either (A) the Swap Counterparty consents in writing to such amendment or (B) the amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty.

  • The Administration Agreement may be amended from time to time, in the manner specified by Section 11 of the Administration Agreement; provided, however, that no such amendment (other than any amendment pursuant to Section 11(a) of the Administration Agreement) shall be made unless either (A) the Swap Counterparty consents in writing to such amendment or (B) such amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty.

  • Agreement The Owner Trustee shall furnish notice to the Primary Swap Counterparty and to each of the Rating Agencies prior to obtaining consent to any proposed amendment under Section 8.2 of the Trust Agreement; provided, however, that no amendment shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment or (B) the amendment will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.


More Definitions of Materiality Opinion

Materiality Opinion has the meaning set forth in the Swap Counterparty Rights Agreement.]
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Materiality Opinion. A written opinion of Kirkland & Ellis LLP, Mayer Brown Rowe & Maw LLP or another nationaxxx xxxxgnixxx xaw firx xxxxxxxxxxx xx securitization matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.
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Materiality Opinion. A written opinion of Kirkland & Ellis LLP or another nationally recognized law firm experiexxxx xx secxxxxxzation matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.
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Related to Materiality Opinion

  • materiality means the point at which the net asset value of the Share class is impacted to the extent described in Section 2.04(a)(iii) below;

  • 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.

  • Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • 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.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • 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.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Investment Representation Letter As defined in Section 5.02(b).

  • 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.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Warranty means a warranty made solely by the manufacturer,

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • 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.

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).