Liability of Holder of Credit Card a Limits on liability. In any action by a card issuer to enforce liability for the use of a credit card, the burden of proof is upon the card issuer to show that the use was authorized or, if the use was unauthorized, then the burden of proof is upon the card issuer to show that the conditions of liability for the unauthorized use of a credit card, as set forth in subsection ahave been met. Nothing in this section imposes liability upon a cardholder for the unauthorized use of a credit card in excess of his liability for such use under other applicable law or under any agreement with the card issuer.
The term "Registration Statement" means the registration statement Registration No. The term "Rule B Information" means any information in the Prospectus Supplement that was omitted from the Registration Statement at the time it was declared effective but is deemed to be a part of and included in such registration statement.
The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Securities that omitted the Rule B Information or that was captioned "Subject to Completion" and that was used after the Registration Statement became effective and prior to the execution and delivery of this Agreement, together with the Base Prospectus.
As used herein, the terms "Base Prospectus," "Prospectus," and "preliminary prospectus" shall include in each case the documents incorporated by reference therein, and the term "Registration Statement" shall include the documents incorporated or deemed to be incorporated by reference therein or 1 otherwise deemed by the rules and regulations of the Commission under the Securities Act the "Securities Act Regulations" to be a part of or included therein.
The terms "supplement," "amendment" and "amend" as used herein with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall include all documents deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus that are filed subsequent to the date of the Base Prospectus by the Company with the Commission pursuant to the Securities Exchange Act ofas amended the "Exchange Act" and all documents otherwise deemed by the Securities Act Regulations to be a part of or included therein.
The Company represents and warrants to and agrees with each of the Underwriters that: Eastern time on November 30, or such other time as agreed by the Company and the Representatives. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 6 cdid not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.
The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has enforceability opinion underwriting agreement sample prepared in accordance with the Commissions rules and guidelines applicable thereto.
Except as described in the Prospectus and the Statutory Prospectus that forms a part of the General Disclosure Package, since the end of the Companys most recent audited fiscal year, there has been I no material weakness in the Companys internal control over financial reporting whether or not remediated and 5 II no change in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule I hereto opposite its name at a purchase price of Terms of Public Offering.
The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in your judgment is advisable.
The Company is further advised by you that the Securities are to be offered to the public initially at Payment for the Securities shall be made in Federal or other immediately available funds to an account designated by the Company at 7: The time and date of such payment are hereinafter referred to as the "Closing Date.
Conditions to the Underwriters Obligations. The obligation of the Company to sell the Securities to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Securities are subject to the following conditions: Based solely on certificates from public officials, such firm shall confirm that the Company is validly existing and in good standing under the laws of the State of Delaware.
With the consent of the Representatives, based solely on a telephonic confirmation by a member of the staff of the Commission and review of a certificate of an officer of the Company as to factual matters, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission.
The preliminary prospectus has been filed in accordance with Rule b under the Securities Act without reference to Rule b 8the Prospectus has been filed in accordance with Rule b under the Securities Act without reference to Rule b 8 and Rule B under the Securities Act, and each Issuer Free Writing Prospectus has been filed in accordance with Rule d under the Securities Act.
For purposes of this paragraph, such firm may have assumed that the statements made in the Registration Statement and the Prospectus, are correct and complete. Morgan Securities LLC, as joint bookrunners and joint lead arrangers, as amended or the Companys planned delayed draw term loan facility, as contemplated by the Prospectus Supplement, to the extent executed subsequent to the execution and delivery of this Agreement and prior to the Closing Date; or 3 violate any federal, New York or California statute, rule or regulation applicable to the Company; or 4 require any consents, approvals or authorizations to be obtained by the Company from, or any registrations, declarations or filings 9 to be made by the Company with, any governmental authority under any federal, New York or California statute, rule or regulation applicable to the Company that have not been obtained or made.
In passing upon the compliance as to form of the Incorporated Documents, such firm may assume that the statements made therein are correct and complete.
In rendering such opinion, such counsel may state that they express an opinion only as to federal laws, New York and California law and the General Corporation Law of the State of Delaware. Such opinion may also be subject to customary assumptions and limitations, including that opinions on enforceability may be subject to the following exceptions, limitations and qualifications: In addition, such counsel shall state: The primary purpose of such counsels professional engagement is not to establish or confirm factual matters or financial or quantitative information and therefore such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in, or incorporated by reference in, the Registration Statement, the General Disclosure Package or the Prospectus or the Incorporated Documents except to the extent expressly set forth in vii aboveand has not made an independent check or verification thereof except as aforesaid.
Gordon, Senior Vice President, Secretary and General Counsel of the Company, shall have furnished to you his written opinion, dated the Closing Date, in form and substance satisfactory to you, to the effect that: Gordon described in paragraphs c and d above shall be rendered to the Underwriters at the request of the Company and shall so state therein.
Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows: The Company has given the Representatives notice of any filings made pursuant to the Exchange Act or rules and regulations of the Commission thereunder within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing.
If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or any other registration statement relating to the Securities or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus. The Company consents to the use by any Underwriter of a free writing prospectus that a is not an "issuer free writing prospectus" as defined in Ruleand b contains only i information describing the preliminary terms of the Securities, ii information permitted by Rule under the Securities Act or iii information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated above.
It is understood, however, that except as provided in this Section, Section 7 entitled "Indemnity and Contribution," and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.
In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless i the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or ii the named parties to any such proceeding including any impleaded parties include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm in addition to any local counsel for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to paragraph a above, and by the Company, in the case of parties indemnified pursuant to paragraph b above.
The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if i such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and ii such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.
No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement i includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such 17 proceeding and ii does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.Enforceability opinions are more complicated, more time-consuming and more expensive.
Depending on the size of the loan and the level of negotiation between borrower’s and lender’s counsel regarding limitations, qualifications and assumptions, fees for an enforceability opinion letter customarily range between $3, and $8, By Gordon L.
Gerson, Esq. Delayed loan closings, swollen legal fees. Why? requiring an opinion letter attempts to obtain an additional level of underwriting or insurance at cost only to borrower's counsel.
But lenders want to board a loan following An enforceability opinion; 3. A nonconsolidation opinion. Due Organization, Authorization. Download a free copy of the sample document, SEBI'S model underwriting agreement.
FDIC Law, Regulations, Related Acts [Table of Contents] [Previous Page] - Rules and Regulations PART —CAPITAL ADEQUACY OF FDIC-SUPERVISED INSTITUTIONS. This practice note discusses opinions regarding the enforceability of an underwriting agreement and any qualifications the opinions may contain — From Wilfred M.
Estey, Legal Opinions in Commercial Transactions, 3d ed. (Markham: LexisNexis Canada, ). ANNOTATED LEGAL OPINION FOR SECURED FINANCING TRANSACTIONS DAVID R.
KEYES Vinson & Elkins L.L.P. Houston, Texas Annotated Legal Opinion for Secured Financing Transactions Chapter 6 1 ANNOTATED LEGAL OPINION FOR It contains sample opinion letters relating to the.