Common use of Delivery of Legal Opinions or Reliance Letters Upon Issuance of Notes Clause in Contracts

Delivery of Legal Opinions or Reliance Letters Upon Issuance of Notes. Unless otherwise agreed to among the Company and the applicable Agent(s), the Company shall furnish or cause to be furnished to the applicable Agent(s) in connection with each issuance of a series of Notes by the applicable Trust (i) an opinion of internal counsel for the Company (or a reliance letter authorizing reliance by such Agent(s) on an opinion of like tenor) as to the validity and enforceability of the Funding Agreement being issued in connection therewith and (ii) an opinion of Company Counsel (or a reliance letter authorizing reliance by such Agent(s) on an opinion of like tenor) as to the validity and enforceability of such Notes, in each case, dated the date of such issuance, and in form and substance reasonably satisfactory to the Agents; provided, however, that, in connection with any such issuance of a series of Notes by the applicable Trust under the Retail Program, the opinion contemplated by Section 9(g)(ii) hereof shall be required to be furnished only at the Retail Agent's reasonable expense upon its request to the Company.

Appears in 2 contracts

Samples: Distribution Agreement (Ing Usa Annuity & Life Insurance Co), Distribution Agreement (Ing Usa Annuity & Life Insurance Co)

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Delivery of Legal Opinions or Reliance Letters Upon Issuance of Notes. Unless otherwise agreed to among the Company and the applicable Agent(s), the Company shall furnish or cause to be furnished to the applicable Agent(s) in connection with each issuance of a series of Notes by the applicable Trust (i) an opinion of internal counsel for the Company (or a reliance letter authorizing reliance by such Agent(s) on an opinion of like tenor) as to the validity and enforceability of the Funding Agreement being issued in connection therewith and (ii) an opinion of Company Counsel (or a reliance letter authorizing reliance by such Agent(s) on an opinion of like tenor) as to the validity and enforceability of such Notes, in each case, dated the date of such issuance, and in form and substance reasonably satisfactory to the Agents; provided, however, that, in connection with any such issuance of a series of Notes by the applicable Trust under the Retail Program, the opinion contemplated by Section 9(g)(ii8(f)(ii) hereof shall be required to be furnished only at the Retail Agent's reasonable expense upon its request to the Company.

Appears in 2 contracts

Samples: Ing Usa Annuity & Life Insurance Co, Ing Usa Annuity & Life Insurance Co

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Delivery of Legal Opinions or Reliance Letters Upon Issuance of Notes. Unless otherwise agreed to among the Company Principal Entities and the applicable Agent(s), the Company Principal Entities shall furnish or cause to be furnished to the applicable Agent(s) in connection with each issuance of a series of Notes by the applicable Trust (i) an opinion of internal counsel for the Company (or a reliance letter authorizing reliance by such Agent(s) on an opinion of like tenor) as to the validity and enforceability of the Funding Agreement being issued in connection therewith and (ii) an opinion of Company Principal Entities Counsel (or a reliance letter authorizing reliance by such Agent(s) on an opinion of like tenor) as to the validity and enforceability of such NotesNotes and the Guarantee being issued in connection therewith, in each case, dated the date of such issuance, and in form and substance reasonably satisfactory to the Agents; provided, however, that, in connection with any such issuance of a series of Notes by the applicable Trust under the Retail ProgramPrograms, the opinion contemplated by Section 9(g)(ii) hereof shall be required to be furnished only at the Retail applicable Agent's ’s reasonable expense upon its request to the Company.

Appears in 2 contracts

Samples: Distribution Agreement (Principal Financial Group Inc), Distribution Agreement (Principal Life Insurance Co)

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