What is a Non consolidation opinion?
What is a Non consolidation opinion?
It’s an opinion that provides that if any equity owner holding more than 49 percent of the ownership becomes insolvent, the assets and liabilities of the entity wouldn’t be consolidated with those of the equity owners.
What is a Non con real estate?
A NonCon is essentially an insurance policy written by a lawyer against the likelihood that a borrower’s asset (which secures a large loan) would be taken away by a bankruptcy court in the event of a related entity’s bankruptcy (“non consolidation” – get it?).
What is substantive consolidation?
Substantive consolidation is an equitable doctrine that permits a bankruptcy court, under certain circumstances, to disregard distinctions between parent companies, subsidiaries and affiliates that operate together as a corporate group.
What is an authority to file opinion?
The California Supreme Court and Court of Appeal are state agencies authorized to request opinions. Requests should come from the chief justice or a presiding justice of the court or, as is usually the case, be submitted by the Administrative Office of the Courts.
What is a Noncon opinion?
Nonconsolidation Opinion means an opinion of counsel selected by Borrower (or other applicable Person) and reasonably satisfactory to Lender, which shall be independent outside counsel, addressed to the Rating Agencies (or which expressly permits reliance by the Rating Agencies) and Lender, in form and substance …
What is a true sale opinion?
True Sale Opinion means an opinion from counsel for Seller, addressed to Seller and to Company, subject to customary qualifications, assumptions (including, but not limited to, the assumption that there have been no changes to the facts and circumstances existing and in effect as of the date of this Agreement relating …
What is a non debtor entity?
Non-Debtor Subsidiaries Non-Debtor means any direct or indirect subsidiary or Affiliate of the Debtors that is not one of the Debtors.
What is substantive consolidation chapter 11?
Substantive consolidation is the pooling of the assets and liabilities of technically distinct corporate entities. For the purposes of confirming a Chapter 11 plan or for liquidating assets under Chapter 7, the creditors of the previously distinct subsidiaries are creditors of a single debtor.
How much does a tax opinion letter cost?
Tax Opinion Letters / Private Letter Rulings – billed hourly at $300 (note, the IRS’s filing fees for most private letter rulings has increased dramatically).
How much do legal opinions cost?
it depends solely on advocate\’s fees, which generally varies 3-5 thousands rupees. value of the property is immaterial. engage firm, who will experienced in this field to get better result with cheaper cost.
How do you calculate true sales?
In general, the criteria for a true sale under US GAAP include:
- Legal isolation of the transferred assets, which places the assets beyond the reach of the transferor’s creditors or a bankruptcy trustee for the transferor.
- The transferee’s right to freely pledge or exchange the transferred assets.
What is true sale in securitization?
As highlighted earlier, true sale is the building block of a securitisation transaction and the single-most important aspect evaluated under the legal risk evaluation framework. A true sale will establish that the assets transferred to the buyer are bankruptcy-remote from the originator’s estate.
What is a non-consolidation opinion letter?
Whether required as part of a loan transaction that exceeds a designated dollar threshold or as a precursor to a structured finance or securitization deal, the issuance of a non-consolidation opinion letter by highly qualified counsel is often the sine qua non to achieving a final agreement.
Can a borrower’s counsel issue a non-consolidation opinion?
Often borrower’s counsel is requested to also issue “single member” and “authority to file” opinions in conjunction with a non-consolidation opinion. Rosenberg Martin Greenberg also has experience is issuing such opinions. Finding commercial lending counsel capable of drafting high level non-consolidation opinion letters is challenging.
What is an SPE non-consolidation opinion?
SPEs are created to establish that the success of the loan will be affected only by factors directly related to the mortgaged asset and nothing else. The process of rendering a non-consolidation opinion involves exhaustive review of all questions and considerations underlying the proposed loan agreement.
What is a Noncon and why do I need one?
As you know, lenders are a risk averse bunch so they tend to require that their borrower provide pretty good protection against risk like substantive consolidation, and this is where a NonCon comes in.
