Counsel for the Trustee satisfactory to the Underwriter shall have furnished to the Underwriter its written opinion, dated as of the Time of Delivery, in form and substance satisfactory to the Underwriter and counsel for the Underwriter;
Counsel for the County shall cause this Agreement to be executed in multiple original counterparts. Each Party hereto shall receive a copy of the duly executed original of this Agreement for its official records.
Counsel for the Parties shall meet and confer in an effort to resolve any disputes over any challenged claims. If the challenges are not withdrawn or resolved, the decision of the Settlement Administrator will be upheld. The date all claims are finalized without any further dispute shall be referred to as the “Claims Finalization Date.” If neither Class Counsel nor Counsel for Defendant challenges the initial claims determination reached by the Settlement Administrator, then the Claims Finalization Date shall be the date both Class Counsel and Defendant’s Counsel inform each other that the Parties do not have any objection to the claims determination made by the Settlement Administrator or the time for informing each other of such challenges has lapsed.
Counsel for. Xxx and Xxx shall have furnished to you its written opinion with respect to the Additional Shares, dated the Optional Closing Date, in form and substance satisfactory to you, to the effect that:
(1) This Agreement has been duly executed and delivered by or on behalf of Xxx and Woo and constitutes a valid and binding agreement of Xxx and Xxx in accordance with its terms; and the sale of the Additional Shares hereunder and the performance of this Agreement, and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which Xxx or Woo is a party or of which Xxx or Xxx is bound, or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over Xxx or Woo or the property of Xxx or Woo;
(2) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contem plated by this Agreement in connection with the Additional Shares hereunder, except such as have been obtained under the Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of such Shares by you;
(3) Immediately prior to the Optional Closing Date, Xxx and Woo had good and valid title to the Additional Shares, free and clear of all liens, encumbrances, equities or claims, and full right, power and authority to sell, assign, transfer and deliver the Additional Shares hereunder; and
(4) Good and valid title to such Additional Shares, free and clear of all liens, encumbrances, equities or claims, has been transferred to you who has pur chased such Shares in good faith and without notice of any such lien, encum brance, equity or claim or any other adverse claim within the meaning of the Uniform Commercial Code. In rendering the opinion in subparagraph (4) such counsel may rely upon a certificate of Xxx and Xxx in respect of matters of fact as to ownership of and liens, encumbrances, equities or claims on the Shares sold by Xxx and Woo, provided that such counsel shall state that they believe that both you and they are justified in relying upon such certificate;
Counsel for the County shall cause this Agreement to be executed in multiple original counterparts and submitted to the Attorney General of the State of Kansas for his approval. Thereafter, if approved by the Attorney General, Counsel for the County shall cause this Agreement to be filed, pursuant to K.S.A. 12-2905, with the County’s Department of Records and Tax Administration (acting in the capacity of the Register of Deeds) and the Kansas Secretary of State. Each Party hereto shall receive a copy of the duly executed original of this Agreement for its official records.
Counsel for. [___________ ] satisfactory to the Underwriter shall have furnished to the Underwriter its written opinion, dated the Time of Delivery, in form and substance satisfactory to the Underwriter and counsel for the Underwriter;
Counsel for. First Horizon satisfactory to the Underwriter shall have furnished to the Underwriter its written opinion, dated the Time of Delivery, in form and substance satisfactory to the Underwriter and counsel for the Underwriter;
Counsel for the Parties shall be kept apprised of the volume of claims, and the volume and nature of defective claims, and Class Counsel are permitted to communicate with Settlement Class Members as they deem appropriate to cure such deficiencies. Defendant shall have the right to suggest denial of claims if Defendant has a good faith belief that such claims are improper or fraudulent. Any suggested denial of claims shall be provided to Class Counsel in writing. If the Parties cannot agree upon which claims should be denied, then they shall submit the issue to the Court for determination.
