Certain Legal Opinions Sample Clauses

Certain Legal Opinions. The Administrative Agent shall have received executed legal opinions of: (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel to the Company, substantially in the form of Exhibit K-1; (ii) the Senior Vice President and General Counsel of the Company, substantially in the form of Exhibit K-2; and (iii) Weil, Gotshal & Manages LLP, as counsel to the Administrative Agent, substantially in the form of Exhibit K-3. Each of the foregoing legal opinions shall be accompanied by copies of the legal opinions, if any, upon which such counsel rely, and in each case shall contain such changes thereto as may be approved by, and as shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agent and shall cover such other matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require. Each of the counsel delivering the foregoing legal opinions is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent, the Collateral Agent and each Lender.
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Certain Legal Opinions. The Administrative Agents shall have received executed legal opinions of: (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel to the Company and as special New York counsel to the Borrowing Subsidiaries, substantially in the form of Exhibit L-1; (ii) the Executive Vice President, Chief Legal Officer and General Counsel of the Company, substantially in the form of Exhibit L-2; (iii) Weil, Gotshal & Manages LLP, as counsel to the Administrative Agents, substantially in the form of Exhibit L-3; (iv) each of the domestic local counsel listed on Schedule 9.1(h)(iv), in form and substance reasonably acceptable to the Administrative Agents; and (v) each of the international local counsel listed on Schedule 9.1(h)(v), in form and substance reasonably acceptable to the Administrative Agents. Each of the foregoing legal opinions shall be accompanied by copies of the legal opinions, if any, upon which such counsel rely, and in each case shall contain such changes thereto as may be approved by, and as shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agents and shall cover such other matters incident to the transactions contemplated by the Loan Documents as the Administrative Agents may reasonably require. Each of the counsel delivering the foregoing legal opinions is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agents, the Collateral Agent, each Lender and each Issuing Lender.
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Certain Legal Opinions. The Agent shall have received executed legal opinions of Mazzetti, Rossi, E Associati, as special Italian counsel to the Company, substantially in the form of Exhibit B. The foregoing legal opinions shall be accompanied by copies of the legal opinions, if any, upon which such counsel rely, and in each case shall contain such changes thereto as may be approved by, and as shall otherwise be in form and substance reasonably satisfactory to, the Agent and shall cover such other matters incident to the transactions contemplated by the Credit Documents as the Agent and each Lender may reasonably require. Each of the counsel delivering the foregoing legal opinions is expressly instructed to deliver its opinion for the benefit of the Agent and each Lender;
Sample 1
Certain Legal Opinions. The Administrative Agent shall have received executed legal opinions of: (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, substantially in the form of Exhibit F-1; and (ii) Xxxxxx, Xxxxxxxxx & Xxxxxxxxx, as special intellectual property counsel, substantially in the form of Exhibit F-2. Each of the foregoing legal opinions shall be accompanied by copies of the legal opinions, if any, upon which such counsel rely, and in each case shall contain such changes thereto as may be approved by, and as shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agent and shall cover such other matters incident to the transactions contemplated by the Credit Documents as the Administrative Agent may reasonably require. Each of the counsel delivering the foregoing legal opinions is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent and the Banks;
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Related to Certain Legal Opinions

  • 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.

  • 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.

  • 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.

  • 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).

  • Legal Opinions 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 Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • 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 Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • 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).

  • 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).

  • 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.

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