Delaware opinion Sample Clauses

Delaware opinion opinion (addressed to the Agent and KEIC) of special legal advisers in the State of Delaware in relation to (a) the due authorisation, execution, delivery and performance of the Time Charter, the Tripartite Agreement, the Angolanisation Agreement, the Project Co-ordination Agreement and the Depot Spares Sharing Agreement by the Time Charterer and such documents constituting the legal, valid and binding obligations of the Time Charterer, (b) the execution, delivery and performance of the Time Charter, the Tripartite Agreement, the Angolanisation Agreement, the Project Co-ordination Agreement and the Depot Spares Sharing Agreement by the Time Charterer not conflicting with Delaware law and (c) the execution, delivery and performance of the Time Charter by the Time Charterer not conflicting with its constitutional documents to be received prior to the first Drawing in form and substance satisfactory to the Lenders to be delivered on the first Drawdown Date;
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Delaware opinion. The Company shall have received, in form and substance satisfactory to it, an opinion from its counsel with respect to the binding nature of the transfer restrictions contained in Article Twelfth of the New Power-One Certificate of Incorporation;
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Delaware opinion opinion (addressed to the Agent and KEIC) of special legal advisers in the State of Delaware in relation to (a) the due authorisation, execution, delivery and performance of the Time Charter, the Tripartite Agreement, the Angolanisation Agreement, the Project Co-ordination Agreement and the Depot Spares Sharing Agreement by the Time Charterer ,(b) the execution, delivery and performance of the Time Charter, the Tripartite Agreement, the Angolanisation Agreement, the Project Co-ordination Agreement and the Depot Spares Sharing Agreement by the Time Charterer not conflicting with Delaware law and (c) the execution, delivery and performance of the Time Charter by the Time Charterer not conflicting with its constitutional documents to be received prior to the first Drawing in form and substance satisfactory to the Lenders to be delivered on the first Drawdown Date;
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Delaware opinion. Each of the chief executive officer and the chief financial officer of Seller has read and reviewed (i) the form of opinion, to be dated the date of the Closing, Xxxxxxxx, Xxxxxx & Finger, P.A. to be delivered pursuant to Section 5.5(ii) and (ii) the Financial Statements (as defined in such opinion), including but not limited to all of the factual premises, assumptions and recitations set forth in of such opinion under the captions "BACKGROUND" and "THE PROPOSED SALE". To the knowledge of each such officer, all of the factual premises, assumptions and recitations set forth in such opinion and the Financial Statements are true and correct in all material respects, and as of the date of the Closing there will have been no material change to any such data and information.
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Delaware opinion. Parent and Seller shall have received the legal opinion of Morris, Nichols, Arsht & Txxxxxx, dated the Closing Date to the effect that no vote or consent of the stockholders of Parent is required as a condition to be completed for the consummation of the Contemplated Transactions.
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Related to Delaware opinion

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • Resolutions; Opinion The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, and (2) an opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties.

  • Benefit Plan Opinion An Opinion of Counsel satisfactory to the Trustee to the effect that any proposed transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.

  • Tax Opinion Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special tax counsel to the Depositor, will have furnished to the Representatives their written opinion, dated as of the Closing Date, in form and in substance satisfactory to the Representatives in their reasonable judgment, to the effect that:

  • Counsel Opinion Opinion of Xxxxx & Xxxxx LLP, special counsel to the Issuers or other counsel acceptable to the Trustee, dated the Additional Securities Closing Date, in form and substance satisfactory to the Issuer and the Trustee.

  • Bankruptcy Opinion Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain bankruptcy law matters.

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

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