Common use of The Subsidiary Guaranty Clause in Contracts

The Subsidiary Guaranty. Upon the basis of the foregoing, and assuming the due authorization, execution and delivery of the Company Documents, the Guarantor Documents and the other Operative Documents on behalf of the Company and the Subsidiary Guarantors (as to which you have agreed to rely, and that we may rely, on the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and the opinions of local counsel in Nevada and Georgia referred to therein), we are of the opinion that the Company Documents, the Guarantor Documents and the other Operative Documents are enforceable in accordance with their respective terms except as: (i) the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, fraudulent conveyance, voidable preference, moratorium or similar laws applicable to creditors' rights or the collection of debtors' obligations generally; (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; and (iii) the enforceability of certain of the remedial, waiver and other provisions of the Company Documents, the Guarantor Documents and the other Operative Documents may be further limited by the laws of the State of New York; provided that such additional laws do not, in our opinion, -------- substantially interfere with the practical realization of the benefits expressed in the Company Documents, the Guarantor Documents and the other Operative Documents, except for the economic consequences of any procedural delay which may result from such laws. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction except the State of New York. We express no opinion as to the effect of the compliance or noncompliance of the Lessor or any of the Lease Participants with any state or federal laws or regulations applicable to the Lessor or any of the Lease Participants by reason of the legal or regulatory status or the nature of the business of the Lessor or any of the Lease Participants. This opinion is delivered to you in connection with the transaction referenced above and may only be relied upon by you and any assignee of the Lessor and any future Lease Participant under the Investment Agreement without our prior written consent. Very truly yours, EXHIBIT E U.S. XPRESS ENTERPRISES, INC. COMPLIANCE CHECK LIST _______________________ _____________, _____ 1. Consolidations, Mergers and Sales of Assets. (Section 8.

The Subsidiary Guaranty. Upon The foregoing documents are hereinafter sometimes collectively called the “Loan Documents.” In the capacity described above and except as noted in the following paragraph, I have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such records and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantors, certificates of public officials and such other documents as I have deemed appropriate as a basis for the opinions hereinafter set forth. As to the factual matters forming a basis of my opinion, whenever an opinion with respect to the foregoing, and assuming existence or absence of facts is qualified by the due authorization, execution and delivery phrase “to my knowledge” it is intended to indicate that during the course of my representation of the Company Documents, the Guarantor Documents US Borrower and the other Operative Documents on behalf of the Company Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (as iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which you the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have agreed reviewed or caused to relybe reviewed those agreements and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and that we may rely, on any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the opinion “Reviewed Agreements”). The standard of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ materiality used by the US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereof, I have made no examination of plaintiff or defendant indexes in any federal, state, or other court or any other tribunal to determine the existence of any suits or proceedings pending or threatened against the US Borrower or any Subsidiary Guarantor. The opinions of local counsel in Nevada and Georgia referred set forth herein are limited to therein), we are of the opinion that the Company Documents, the Guarantor Documents and the other Operative Documents are enforceable in accordance with their respective terms except as: (i) the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, fraudulent conveyance, voidable preference, moratorium or similar laws applicable to creditors' rights or the collection of debtors' obligations generally; (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; and (iii) the enforceability of certain of the remedial, waiver and other provisions of the Company Documents, the Guarantor Documents and the other Operative Documents may be further limited by the laws of the State of Georgia, the federal laws of the United States of America, the General Corporate Law of the States of Delaware, New York; provided that such additional laws do not, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in our opinion, -------- substantially interfere with the practical realization of the benefits expressed in the Company Documents, the Guarantor Documents and the other Operative Documents, except for the economic consequences of any procedural delay which may result from such laws. In giving the foregoing opinion, we express no opinion expressing my opinions herein as to the effect (if any) General Corporate Law of any law the States of any jurisdiction except Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of New YorkDelaware, I have relied solely upon the published general compilations of the applicable laws of such states. We express no opinion as Based upon and subject to the effect foregoing, and subject to the qualifications set forth herein, I am of the compliance or noncompliance opinion that: (a) Each of the Lessor US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto), each of the US Borrower and the Schedule 1 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Georgia relating to corporations, limited liability companies and limited partnerships, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Georgia. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware (copies of which are attached hereto), each of the Schedule 2 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Delaware relating to corporations and limited liability companies, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Delaware. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene any provision of the charter or bylaws of the US Borrower. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Lease Participants with Reviewed Agreements or any state applicable federal law or federal laws regulation of the United States of America or regulations applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the Lessor terms of any such Reviewed Agreement. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (b) The execution, delivery and performance by each of the Subsidiary Guarantors of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Lease Participants by reason Reviewed Agreements or any applicable federal law or regulation of the legal United States of America or regulatory status applicable law or the nature regulation of the business State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the Lessor case may be, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the Lease Participants. This opinion is delivered case may be, pursuant to you in connection with the transaction referenced above and may only be relied upon by you and terms of any assignee of the Lessor and any future Lease Participant under the Investment Agreement without our prior written consent. Very truly yours, EXHIBIT E U.S. XPRESS ENTERPRISES, INC. COMPLIANCE CHECK LIST _______________________ _____________, _____ 1. Consolidations, Mergers and Sales of Assets. (Section 8such Reviewed Agreement.