Company Legal Opinions Sample Clauses

Company Legal Opinions. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, each time Common Shares are delivered to Barclays as principal on a Settlement Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Barclays written opinions of Sxxxxxxxxx Xxxxxx & Bxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Barclays, in form and substance satisfactory to Barclays and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Barclays with a letter (a “Reliance Letter”) to the effect that Barclays may rely on a prior opinion delivered under this Section 8(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).
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Company Legal Opinions. Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, special counsel for the Company, shall have delivered a legal opinion to the Purchasers in the form attached hereto as Exhibit J, and Mathxx X'Xmilxx, xx-house counsel for the Company, shall have delivered a legal opinion to the Purchasers in the form attached hereto as Exhibit K.
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Company Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters from Xxxxxxx Xxxxx & Xxxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practise, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, in their respective form of opinions, in form and substance acceptable to the Underwriters, acting reasonably, with respect to the following matters:
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Company Legal Opinions. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, each time Common Shares are delivered to Ladenburg as principal on a Settlement Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to Ladenburg written opinions of Eversheds Xxxxxxxxxx (US) LLP (collectively, “Company Counsel”), or other counsel satisfactory to Ladenburg, in form and substance reasonably satisfactory to Ladenburg and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit C modified, as necessary, to relate to the Registration Statement and the Prospectus (including any documents which were or are subsequently incorporated by reference therein, if any) as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Ladenburg with a letter (a “Reliance Letter”) to the effect that Ladenburg may rely on a prior opinion delivered under this Section 8(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus (including any documents which were or are subsequently incorporated by reference therein, if any) as amended or supplemented at such Representation Date).
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Company Legal Opinions. 16 6.15 Closing of PSI Transaction.....................................................16 6.16
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Company Legal Opinions. Orrick, Herrington & Sutcliffe LLP, special counsel for the Company, xxxxx hxxx xxxxxxred x xxxxx opinion to the Purchasers in the form attached hereto as EXHIBIT I, and Mathew D'Emilio, counsel for the Company, shall have delivered a legxx xxxniox xx xhe Purchasers in the form attached hereto as EXHIBIT J.
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Company Legal Opinions. On or prior to the earlier of (i) the date the first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to Agent as principal on a Settlement Date with respect to the first Principal Transaction pursuant to the first Terms Agreement and this Agreement, the Company shall cause to be furnished to Agent (A) the written opinion and disclosure letter of Xxxxxxxx & Xxxxxxxx LLP, as issuer’s counsel to the Company, the Operator and the Administrator (“Company Counsel”), to the effect set forth in Exhibit 7(m)-1, dated the date that such opinion and disclosure letter are required to be delivered, (B) the written opinion of Xxxxxxxx & Xxxxxxxx LLP, in its capacity as tax counsel for the Company (“Company Tax Counsel”), to the effect set forth in Exhibit 7(m)-2, dated the date that such opinion is required to be delivered, (C) the written opinion of Xxxxxxx LLP, as Maryland counsel for the Company (“Company Maryland Counsel”), to the effect set forth in Exhibit 7(m)-3, and (D) the written opinion of the General Counsel for the Company, the Operator and the Administrator (the “Company General Counsel”), in form and substance reasonably satisfactory to Agent, to the effect set forth in Exhibit 7(m)-4; provided, however, notwithstanding the foregoing, the Company may substitute the then existing Company Counsel, Company Tax Counsel, Company Maryland Counsel with counsel reasonably satisfactory to Agent. Thereafter, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and within two (2) Trading Days after each 10-K Representation Date for which no waiver is applicable pursuant to Section 7(l), the Company shall cause to be furnished to Agent the written opinion and disclosure letter of Company Counsel, the written opinion of Company Tax Counsel, the written opinion of Company Maryland Counsel, the written opinion of Company General Counsel and the written opinion of Agent Counsel substantially in the forms previously agreed between the Parties, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel, Company Tax Counsel, Company Maryland Counsel and/or Company General Counsel has previously furnished to Agent such written opinions and disclosure letter substantially in the form previously agreed between the Parties, Company Counsel, Company Tax Counsel, Company Maryland Counsel...
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Related to Company Legal Opinions

  • 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.

  • Compliance with Legal Opinions The Servicer 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 Servicer, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions:

  • Company Counsel Legal Opinion Cowen 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).

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx 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.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen 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.

  • Subsequent Delivery of Legal Opinions Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, 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 the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents 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 Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

  • 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 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.

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