好看的英文Commercial Paper Dealer Agreement商业
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technique票据经销协议-
[Name and Address of Dealer]
Ladies and Gentlemen:
We have acted as special counl to AAA, Inc., a Delaware corporation (the Company ), in connection with the propod offering and sale by the Company in the United States of commercial paper in the form of short-term promissory notes (the Notes ) in the manner contemplated by the Commercial Paper Dealer Agreement dated as of _________,_________,_________(M,D,Y) by and between the Company and you (the Agreement ). We are delivering this letter to you in order to satisfy the condition t forth in Section 3.5 of the Dealer Agreement. Each term ud but not defined in this letter has the meaning ascribed to it in the Dealer Agreement.
In our capacity as such counl, we have examined a specimen form of Note, an executed copy of the Agreement, and the Issuing and Paying Agency Agreement dated _________,_________,_________(M,D,Y) (the Issuing and Paying Agency Agreement ) between the Company and CCC Bank, N.A., as
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issuing and paying agent (the Issuing and Paying Agent ) as well as originals, or copies certified or otherwi identified to our satisfaction, of such other records and documents as we have deemed necessary as a basis for the opinions expresd below.
For purpos of this opinion, we have, with your permission, assumed without independent investigation or inquiry that:
做人原则(i) all signatures of the parties on the Dealer Agreement and the Issuing and Paying Agency Agreement (other than the Company) that we examined are genuine, the agreement submitted to us as originals are authentic, and the agreements submitted to us as copies conform to the original agreements executed by the parties thereto; and
(ii) the Dealer Agreement and the Issuing and Paying Agency Agreement have been duly and validly authorized, executed, delivered and accepted by all parties thereto (other than the Company) and all parties thereto (other than the Company) have all requisite power and authority to make and enter into the agreements and perform their obligations thereunder pursuant to the laws of all relevant jurisdictions.
男士皮肤美白Bad upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, the Agreement and the Issuing and Paying Agency Agreement.
2. Each of the Agreement and the Issuing and Paying Agency Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as rights under the Agreement to indemnity and contribution may be limited by federal or state laws.
3. The Notes have been duly authorized, and when issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and delivered and will constitute legal, valid and binding obligations of the Company enforceable
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d similar laws affecting creditors’ rights generally, and subject, as to enforceabili ty, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity and contribution may be limited by federal or state laws.
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4. The issuance and sale of Notes under the circumstances contemplated by the Agreement and the Issuing and Paying Agency Agreement do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof, and do not require compliance with any provision of the Trust Indenture Act of 1939, as amended.
5. No connt or action of, or filing or registration with, any governmental or public regulatory body or authority, including the Securities and Exchange Commission, is required to authorize, or is otherwi required in connection with the execution, delivery or performance of, the Agreement, the Notes, or the Issuing and Paying Agency Agreement, except as may be required by the curities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.
6. Neither the execution and delivery of the Agreement and the Issuing and Paying Agency Agreement, nor the issuance and delivery of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions of either thereo
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f by the Company, will violate or result in an event of default under any of the terms of the Company’s charter documents or by-laws, any contract or instrument known to us to which the Company is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality known to us, to which the Company is subject or by which it or its property is bound.
7. Except as disclod in reports and other information filed by the Company with the Securities and Exchange Commission, to our knowledge there is no litigation or governmental proceeding pending or threatened against the Company which in any way may prevent or interfere with or materially and adverly affect the Company’s executing and delivering the Agreement, the Issuing and Paying Agency Agreement or the Notes, or materially and adverly affecting the Company carrying out its obligations thereunder.
kaler8. The Company is not an investment company or an entity controlled by an investment company within the meaning of the
