Canadian Legal Opinion Sample Clauses

Canadian Legal Opinion. The Underwriters receiving at the Time of Closing on the Closing Date a favourable legal opinion from Anfield Xxxxx Xxxxxxx & Xxxxx, Canadian counsel to Rusoro, who may rely on, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters, acting reasonably, as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of Rusoro, to the effect set forth below: (a) the authorized and issued share capital of Rusoro being as described in the Final Prospectus and any Supplementary Material; (b) all necessary corporate action having been taken by Rusoro to authorize the execution and delivery of this Underwriting Agreement, and the performance of its obligations hereunder and thereunder; (c) this Underwriting Agreement having been duly executed and delivered by Rusoro and constituting, in each case, a legal, valid and binding obligation of, and being enforceable against, Rusoro in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity or contribution); (d) the execution and delivery by Rusoro of this Underwriting Agreement, the fulfilment of the terms hereof by Rusoro, and the issue, sale and delivery on the Closing Date of the Offered Shares (and the Over-Allotment Shares on the Over-Allotment Closing Date, to the extent that the Over-Allotment Option is exercised) to the Underwriters as contemplated herein, not constituting or resulting in a breach of or a default under, and not creating a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the notice of articles or articles of Rusoro or any applicable law of British Columbia and the federal laws of Canada; (e) all necessary corporate action having been taken by Rusoro to authorize the creation, issuance and delivery of the Offered Securities; (f) all documents required to be filed or delivered by Rusoro and all proceedings requ...
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Canadian Legal Opinion. If requested by the Representatives, the opinion of XxXxxxxx Xxxxxxxx LLP, Canadian counsel for the Partnership, substantially in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Units to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
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Canadian Legal Opinion. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of XxXxxxxx Xxxxxxxx LLP, Canadian counsel for the Partnership substantially in the form set forth in Exhibit A-2 hereto.
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Canadian Legal Opinion. The Company and the Shareholders shall have received an opinion of Fasken Xxxxxxxxx DuMoulin LLP, the Buyer's Canadian counsel, in the form reasonably acceptable to counsel to the Shareholders.
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Canadian Legal Opinion the Agent shall have received at the Closing Time a customary legal opinion from the Corporation's Canadian Counsel (or other local counsel to the Corporation, as applicable) covering the laws of the Qualifying Jurisdictions, addressed to the Agent and the Selling Group Members, in which counsel may rely as to matters of fact, on certificates of the Corporation's officers and other documentation standard for legal opinions in transactions of a similar nature, in form and substance acceptable to the Agent, acting reasonably, with respect to the following matters with such opinions being subject to usual and customary assumptions and qualifications, including the qualifications set out below: (i) the Corporation is a reporting issuer or the equivalent in each of the Qualifying Jurisdictions and not in default under the Securities Laws in the Qualifying Jurisdictions; (ii) the rights, privileges, restrictions and conditions attached to the Common Shares, Warrants, Compensation Warrants, Warrant Shares and Compensation Warrant Shares are accurately summarized in all material respects in the Prospectus; (iii) subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the Prospectus, the description set forth in the Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" is a fair summary of such matters in all material respects; (iv) all necessary documents having been filed, all requisite proceedings having been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions (and, if applicable, the other Selling Jurisdictions) having been obtained by the Corporation to qualify the distribution of the Common Shares, Warrants and Compensation Warrants and the issuance of the Common Shares upon conversion of the Warrants and the Compensation Warrants in accordance with the terms thereof in each of the Qualifying Jurisdictions (and, if applicable, the other Selling Jurisdictions) through or to investment dealers or brokers registered under the applicable securities laws who have complied with the relevant provisions of such applicable securities laws and the terms of such registrations; and (v) the Common Shares, Warrants, Warrant Shares and Compensation Warrant Shares having been accepted for listing on the TSXV, subject to the Standard Listing Conditions.
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Canadian Legal Opinion. Prior to the making of any Loan following the Effective Date, and in any event, no later than 5 Business Days after the Effective Date, the Administrative Agent shall have received each of the following, a favorable opinion of counsel to the
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Canadian Legal Opinion. 80 SCHEDULE 4.01 (f)................................................................................................81 U.S. Subsidiary Guarantee Agreement.....................................................................81
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Canadian Legal Opinion. The Underwriters receiving at the Time of Closing a favourable legal opinion from Goodmans LLP, Canadian counsel to Franco-Nevada, who may rely on the opinions of local counsel acceptable to counsel to the Underwriters, acting reasonably, as to the qualification of the Offered Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of Franco-Nevada), to the effect set forth below: (a) each of Franco-Nevada and NewCanCo has been incorporated and is existing under the laws of Canada and has the corporate capacity and power to own and lease its properties and assets (currently owned or to be acquired by it pursuant to the Acquisition Agreement) and to conduct its business as described in the Final Prospectus; (b) the Company having the corporate power to execute and deliver this Underwriting Agreement and to carry out the transactions contemplated hereby, including the Acquisition, under the laws of its jurisdiction of incorporation; (c) the authorized and issued share capital of Franco-Nevada being as described in the Final Prospectus;
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Related to Canadian Legal Opinion

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Subsequent Delivery of Legal Opinions If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower.

  • Compliance with Legal Opinions The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Xxxxxx & Xxxxxxx LLP, as special counsel to the Borrower, issued in connection with the Purchase and Sale Agreements and relating to the issues of substantive consolidation and true sale of the Loan Assets.

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