Closing Opinions. On the Closing Date, the Developer and Block Owner will provide to City (i) a certificate confirming the representations of the Developer or Block Owner set forth in this Agreement or in any of the other Project Agreements and (ii) an opinion of Developer’s and Block Owner’s counsel, subject to customary assumptions, qualifications and limitations, confirming that the Project Agreements to which the Developer or Block Owner is a party (either as a named party or by acceptance of fee title to all or any of the Block) have been duly authorized, executed and delivered by the Developer and Block Owner and constitutes the legal, valid and binding obligation of the Developer and Block Owner enforceable in accordance with its terms and that neither the entry into nor the performance of and compliance with those Project Agreements have resulted or will result in any violation of, or a conflict with or a default under, any judgment, decree, order, contract or agreement by which the Developer or Block Owner is bound and any legal requirement applicable to the Developer or Block Owner.
Closing Opinions. Borrowers shall cause its outside legal counsel to deliver to the Agent and the Lenders a closing opinion covering corporate and security interest/perfection issues, including, due organization, good standing, authorization, due execution, all necessary consents, no violations of charter or organizational documents and other such matters customarily covered in such corporate and security interest/perfection opinions for secured loans of similar type and size.
Closing Opinions. Upon the Closing, Issuer shall promptly deliver to the Purchaser written opinions, each in the Agreed Form and dated as of the Closing, from (a) Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, New York counsel for Issuer, (b) Nevada counsel for Issuer, (c) BVI counsel for Issuer, (d) Cayman counsel for Issuer, (e) Skadden, Arps, Slate, Mxxxxxx & Fxxx, Hong Kong counsel for Issuer and (f) PRC counsel for Issuer.
Closing Opinions. The Purchaser shall have received opinions dated the Closing Date from Nova Scotia, Quebec and U.S. Counsel for the Corporation, Subsidiaries, Vendor and Guarantor, as applicable, in such form and as to such matters as the Purchaser or its counsel may reasonably request provided that, insofar as the opinions expressed in such opinion are based on matters of fact, such opinions may be based upon certificates of the Corporation, Vendor or Guarantor, as applicable, public officials and officers of the Corporation, Vendor or Guarantor, as applicable, and, as to matters involving the laws of jurisdictions in which such counsel is not qualified to practice, on opinions of recognized local counsel in such jurisdictions.
Closing Opinions. Borrower shall have caused to be delivered to the Administrative Agent for the benefit of the Lenders such closing opinion of counsel for the Borrower and the Guarantor concerning (i) due organization, (ii) corporate authority, (iii) no violation of charter documents, applicable law or material agreements to which either is a signatory party or by which it or they may be bound, (iv) enforceability and binding effect and (v) such other matters as the Administrative Agent may reasonably request and is customarily provided in similar types of secured financing syndicated facilities.
Closing Opinions. By not later than 5:00 p.m. (New York time) on May 1, 2007, Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for Credit Parties, (ii) Loeb & Loeb LLP, California counsel for Credit Parties, and (iii) Fasken Xxxxxxxxx DuMolin LLP, Canadian counsel for Credit Parties, which opinions shall be in form and substance satisfactory to Agent, but substantially in the form of the draft opinions delivered to Agent on the Closing Date.
Closing Opinions. On the date of execution and effectiveness of this Agreement the Assignor will have provided to the Lender the following:
(a) an opinion of counsel to the Assignor in a form acceptable to the Lender.
(b) an opinion of counsel to the County in a form acceptable to the Lender.
Closing Opinions. Legal counsel for the Borrower and each of the Guarantors shall have delivered to the Bank favorable written closing opinions addressed to the Bank and covering the organization, existence as a legal entity, good standing, due authority, no violation of charter documents or Laws generally applicable to the transactions contemplated hereby, enforceability and necessary consents and such other matters concerning the Borrower and the Guarantors as the Bank may reasonably require.
Closing Opinions. 46 9.10 Listing....................................................................................47
Closing Opinions. The Shareholders shall have delivered to Atmos the opinions of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxxxxx Xxxxx Xxxxxxx Xxxxx & Xxxxx, PLLC, and their respective counsel substantially to the effect set forth on Xxxxxxxx X-0, X-0, X-0 and D-4, respectively.
