Opinion Requirement Clause Samples

An Opinion Requirement clause mandates that a party, typically a borrower or a third party, must provide a formal legal opinion from qualified counsel as a condition for proceeding with a transaction. This legal opinion usually addresses the enforceability of agreements, the authority of the parties to enter into the contract, and the validity of the transaction under applicable law. By requiring such an opinion, the clause helps ensure that all legal aspects have been properly considered and reduces the risk of future disputes or unenforceability.
Opinion Requirement. The Transferring Member or the Transferee delivers to the Company not later than eight (8) Business Days prior to the effective date of the Transfer, a written opinion of nationally recognized tax counsel reasonably acceptable to the other Members that such Transfer will not cause any of (1) the recapture of any ITC claimed by the Company with respect to a Facility for any Member other than the transferring Member, (2) the Company to be classified as an entity other than a partnership (or cause the Company to be treated as a publicly traded partnership) for purposes of the Code or (3) the Company being a “related person” to any purchaser under any power purchase agreement for power delivered from a Facility for purposes of Sections 267 or 707 of the Code. Solely for purposes of this Section 9.1(b)(iii)(C), any direct or indirect Transfer of an interest in a Member which would cause any event described in Section 9.1(b)(iii)(C) to occur with respect to a Membership Interest of that Member shall be treated as a Transfer by that Member of its Membership Interest.
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Opinion Requirement. The Transferring Member or the Transferee delivers to the Company not later than eight (8) Business Days prior to the effective date of the Transfer, a written opinion of nationally recognized tax counsel reasonably acceptable to the other Members that such Transfer will not cause any of (1) an ITC Loss Event (including, without limitation, from the Class B Member being a “related person” with respect to any lender under the Financing Documents for purposes of Treasury Regulation Section 1.752-4(b)), (2) the Company to be classified as an entity other than a partnership (or cause the Company to be treated as a publicly traded partnership) for purposes of the Code or (3) prior to the Class A Flip Point, the Company being a “related person” to any purchaser under any power purchase agreement for power delivered from a Facility for purposes of Sections 267 or 707 of the Code. For purposes of this Section 9.1(b)(iii)(C), any direct or indirect Transfer of an interest in a Member which would cause any event described in Section 9.1(b)(iii)(C) to occur with respect to a Membership Interest of that Member shall be treated as a Transfer by that Member of its Membership Interest.
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Related to Opinion Requirement

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • Certification Requirements The hospice program certifies and attaches hereto documentation that: (a) it is Medicare approved and meets all Medicare conditions of participation (42 CFR 418); and (b) is licensed pursuant to any applicable state or local law.

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave. 2. If the event necessitating the Family Leave becomes known to the employee less than thirty (30) calendar days prior to the employee's need for Family Leave, the employee must provide as much notice as possible. In no case shall the employee provide notice later than five (5) calendar days after he or she learns of the need for Family Leave. 3. For foreseeable leave due to a qualifying exigency, an employee must provide notice of the need for leave as soon as practicable, regardless of how far in advance such leave is foreseeable. 4. When the Family Leave is for the purpose of the scheduled medical treatment or planned medical care of a child, parent, spouse or registered domestic partner, the employee shall, to the extent practicable, schedule treatment and/or care in a way that minimizes disruption to agency/department operations.

  • Information Requirement The successful bidder's shall be required to advise the Office of Management and Budget, Government Support Services of the gross amount of purchases made as a result of the contract.

  • Qualification Requirements In addition to ITB 13.1, ITB 13.2, and ITB 13.3 (b), the potential bidder must also fulfill the following:- a) The Bidder must be a Manufacturer or an Authorized Dealer or service provider for sales & service continuously from last one- year.