An Opined Sample Clauses

An Opined. Claim is a Relevant Claim in respect of which no amounts are yet lawfully due and in respect of which an opinion from Counsel of at least ten years’ standing (jointly nominated by the Purchaser and the Vendors or (in the case of a claim under the Studios Agreement or the Studios Tax Deed) the Studios Vendors (as the case may be) or in default of agreement appointed by the President of the Law Society in England and Wales) and jointly instructed by the Vendors’ Solicitors and the Purchaser’s Solicitors has been obtained which states that if such Relevant Claim were referred to a court of competent jurisdiction of which no right of appeal exists the Purchaser would on the balance of probabilities succeed and the likely quantum of such successful claim (having due regard to all the provisions and limitations on the liability of the Vendors under this Agreement and the Studios Vendors under the Studios Agreement (as the case may be)). It is provided always that where the Vendors or (as the case may be) the Studios Vendors have agreed to the amount of the Relevant Claim notified to them being so retained.
Sample 1
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An Opined. Claim is a Relevant Claim in respect of which no amounts are yet lawfully due and in respect of which an opinion from Counsel of at least ten years’ standing (jointly nominated by the Purchaser and the Vendors or (in the case of a claim under the Thames Agreement or the Thames Tax Deed) the Thames Vendors (as the case may be) or in default of agreement appointed by the President of the Law Society in England and Wales) and jointly instructed by the Vendors’ Solicitors and the Purchaser’s Solicitors has been obtained which states that if such Relevant Claim were referred to a court of competent jurisdiction of which no right of appeal exists the Purchaser would on the balance of probabilities succeed and the likely quantum of such successful claim (having due regard to all the provisions and limitations on the liability of the Vendors under this Agreement and the Thames Vendors under the Thames Agreement (as the case may be)). It is provided always that it shall not be necessary for any such opinion to be sought in the case of any Relevant Claim where the Vendors or (as the case may be) the Thames Vendors have agreed to the amount of the Relevant Claim notified to them being so retained.
Sample 1

Related to An Opined

  • Benefit Plan Opinion An Opinion of Counsel satisfactory to the Trustee to the effect that any proposed transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.

  • Bring Down Opinions; Negative Assurance At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Fairness Opinion The Company's board of directors has received the opinion of XX Xxxxxx H&Q, financial advisor to the Company, as of the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair to the stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

  • Negative Assurance Letter Xxxxxx Xxxxxx Xxxxxxxx LLP, special counsel to the Depositor and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

  • Opinion of Financial Adviser Xxxxxxxxx & Xxxxx LLC ---------------------------- (the "Company Financial Adviser") has delivered to the Company Board its written opinion dated the date of this Agreement to the effect that as of such date the Merger Consideration is fair, from a financial point of view, to the holders of Shares.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Financial Advisor 23 3.19. Brokers.............................................................. 23

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

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