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 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
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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 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

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 (i) a written opinion of Company U.S. Counsel and (ii) a written opinion of Company Australian Counsel, each 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 of Company U.S. Counsel. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell ADSs pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell ADSs pursuant to this Agreement, the Company shall provide the Manager with such opinion or 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 Parent's Board of Directors has received the written opinion of Xxxxxxxxx & Xxxxx LLC, financial advisor to Parent, dated as of the date of this Agreement, to the effect that the Exchange Ratio is fair to Parent from a financial point of view. Parent has furnished an accurate and complete copy of said written opinion to the Company.

  • Opinion of Financial Adviser No advisers, as of the date hereof, have delivered to the IVP Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of IVP 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 27 SECTION 3.18

  • 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.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

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