Counsel for Sample Clauses
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 If the challenges are not withdrawn or resolved, the decision of the Settlement Administrator will be upheld.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 each Custodian 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. Bankers Trust, which shall be acceptable to the Underwriters, shall have furnished to the Underwriters their written opinion or opinions, dated the Time of Delivery, substantially to the effect, together with such changes as to legal matters as may be acceptable to counsel for the Underwriters, that:
(i) Bankers Trust is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business, to execute, deliver and perform its obligations under the Financing Documents to which it is a party and to consummate the transactions contemplated thereby; and Bankers Trust is duly authorized and empowered to exercise trust powers under the laws of the States of Alabama, Delaware and New York;
(ii) each of the Financing Documents to which Bankers Trust is a party has been duly authorized, executed and delivered by Bankers Trust, in its capacity as the Collateral Agent, and constitutes a valid and binding obligation of Bankers Trust, in such capacity, enforceable against Bankers Trust in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and remedies generally, to general equity principles, whether considered in a proceeding in equity or law, and to the discretion of the court before which any proceeding therefor may be brought; and
(iii) no consent, approval, authorization, order, registration or qualification of any Governmental Authority of the State of Alabama, Delaware or New York is required for the consummation by Bankers Trust, in such capacity, of the transactions contemplated by the Financing Documents to which it is a party (other than, under the laws of the State of Alabama, the exercise of certain remedies thereunder, but including the foreclosure of the Liens of the Mortgage and the Security Agreement). In rendering such opinion or opinions, counsel for Bankers Trust may (A) rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of Bankers Trust and of public officials and (B) rely upon the opinion of any other counsel, provided that such other counsel and its opinion must be satisfactory to the Underwriters and that such opinion must be addressed and delivered to the Underwriters at or prior to the Time of Delivery. Such opinion...
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 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 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.