Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters:
(A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement;
(B) as to the authorized capital of the Corporation;
(C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares;
(D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto;
(E)...
Delivery of Opinions. Pursuant to Sections 4.1, 4.2 and 4.5, Hartford Life, the Trust and the Agent(s) have mutually agreed that the opinions, negative assurances and/or comfort letter, if any, set forth in Exhibit B to this Omnibus Instrument are required to be delivered on the Issuance Date.
Delivery of Opinions. (i) The Agents shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents (and, if required for opinion purposes, counsel to the Agents) from Corporation’s Counsel as to the laws of Canada and the Selling Jurisdictions in Canada, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of Canada and such provinces in Canada where Corporation’s Counsel is licensed to practice law (or alternatively make arrangements to have such opinions directly addressed to the Agents) and as to matters of fact, on certificates of Governmental Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to customary corporate, securities law and other matters requested by the Agents.
(ii) The Agents shall have received at the Closing Time an opinion of U.S. counsel to the Corporation, Xxxxxxxx Xxxxxxx LLP, in form and substance satisfactory to the Agents, acting reasonably, to the effect that the offer and sale of the Offered Shares in the United States do not require registration under the U.S. Securities Act.
(iii) The Agents having received at the Closing Time such further opinions, certificates and other documentation from the Corporation as may be contemplated herein or as the Agents may reasonably require, provided, however, that the Agents shall request any such opinion, certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate or document.
Delivery of Opinions. (i) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter (and if required for opinion purposes, counsel to the Underwriter) from Stikeman Elliott LLP, Canadian counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than the laws of Canada and of the provinces of Alberta, British Columbia, Ontario and Québec (or alternatively, make arrangements to have such opinions directly addressed to the Underwriter and counsel to the Underwriter), and all of such counsel may rely upon, as to matters of fact, certificates of the auditors of the Company, public officials and officers of the Company as applicable, and letters from stock exchange representatives and transfer agents, substantially in the form of Exhibit 1 hereto.
(ii) The Underwriter shall have received at the Closing Time (i) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, as U.S. counsel to Bain, as to the laws of the United States, substantially in the form of Exhibit 4 hereto.
(iii) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Xxxxxxxxx XxXxxxxx LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto.
(iv) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Under...
Delivery of Opinions. The Company shall have caused the Company Counsel to furnish to the Manager, requested by the Manager and upon reasonable advance notice in connection with any offering of the Shares, its written opinion and negative assurance statement, dated as of such date and addressed to the Manager in form and substance acceptable to the Manager. The Manager shall also have received a written opinion of counsel to the Manager with respect to such matters as the Manager may reasonably require, including a negative assurance statement.
Delivery of Opinions. At (i) the Signing Date and (ii) each Settlement Date with respect to any Terms Agreement (but only if so indicated in such Terms Agreement), the Agents (or in the case of a Terms Agreement, the Purchaser) shall have received:
Delivery of Opinions. Agent and Documentation Agent shall have received written legal opinions of Dechert LLP and Xxxxxxxxx, Xxxxxx & Xxxxxxx L.L.P., counsel for the Credit Parties, in each case as to such matters as Agent and Documentation Agent may request and in form and substance satisfactory to Agent and Documentation Agent.
Delivery of Opinions. The Company shall have caused the (i) Company U.S. Counsel to furnish to the Manager its opinion and negative assurance statement and (ii) Company Australian Counsel to furnish to the Manager its opinion, in each case, dated as of such date and addressed to the Manager in form and substance acceptable to the Manager.
Delivery of Opinions. The Company, as required by Section 4(l), shall have caused the Company Counsel and the Company IP Counsel to furnish to the Manager their opinions and negative assurance statement, each dated as of such date and addressed to the Manager in form and substance acceptable to the Manager.
Delivery of Opinions. 23.1 Copies of each opinion delivered to any party hereunder shall also be delivered to CMHC, Fitch and DBRS contemporaneously.
