Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and, if required for opinion purposes, counsel to the Underwriters) from Xxxxx Xxxx LLP, counsel to the Corporation, as to the laws of Ontario and the federal laws of Canada applicable therein and local counsel opinions in the Qualifying Jurisdictions in which Purchasers are resident, 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 Ontario (or alternatively make arrangements to have such opinions directly addressed to the Underwriters) 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 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 its business and to execute, deliver and perform its obligations under the Documents;
(B) as to the authorized and issued capital of the Corporation, including issued and outstanding Common Shares;
(C) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Documents and the performance of its obligations thereunder and to issue and deliver to the Underwriters the Offered Units;
(D) that the Documents have been duly executed and delivered by the Corporation and each constitutes a legal, valid and binding obligation of the Corporation and is enforceable against the Corporation in accordance with its terms, subject to customary qualifications for enforceability opinions;
(E) that the execution and delivery of the Documents and the performance of the Corporation’s obligations thereunder do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the notice of articles or articles of the Corporation or any applicable law of the province of British Columbia and the federal laws of Canada applicable therein;
(F) that the Common Shares comprising part of the Offered Units have been duly authorized and, upon the Corporation receiving payments of the aggregate purchase ...
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) At the Closing Time, the Agents shall have received the favourable opinion of the Corporation's Counsel, dated the Closing Date, substantially in the form of Schedule C hereto. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Provinces of Ontario, Alberta, British Columbia and Quebec, and the federal laws of Canada applicable therein, upon the opinions of local counsel satisfactory to the Agents. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Corporation or CSRI and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters that are addressed in the opinions of the regulatory counsel to be delivered pursuant to clause 11(a)(iv) below.
(ii) At the Closing Time, the Agents shall have received the favourable opinion of Sirius' Counsel, dated the Closing Date, substantially in the form of Schedule D hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of Sirius and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters that are addressed in the opinions of the regulatory counsel to be delivered pursuant to clause 11(a)(iv) below.
(iii) At the Closing Time, the Agents shall have received the favourable opinion of the U.S. Counsel, dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, to the effect that no registration is required under the U.S. Securities Act in connection with the offer, sale and delivery of the Offered Securities in the United States.
(iv) At the Closing Time, the Agents shall have received the favourable opinions of the regulatory counsel of each of the Corporation (which shall be in respect of the broadcast undertaking of the Corporation) and Sirius (in respect of the broadcast undertaking of Sirius), each dated the Closing Date and substantially in the form of Schedule E and Schedule F, respectively, hereto. In giving such opinion, such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Corporation o...
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. 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. (i) The Investor shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the Investor, from Canadian counsel to the Company, addressed to the Investor, as to the laws of British Columbia and the federal laws of Canada applicable therein, which counsel may rely upon as to matters of fact, certificates of the Transfer Agent, government officials, public and stock exchange officials and officers of the Company, with respect to the following matters, assuming completion of the Closing:
(A) as to the valid existence and good standing of the Company under the Act;
(B) as to the authorized and issued capital of the Company;
(C) that the Company is the registered owner of all of the issued and outstanding common shares or other securities of LCH;
(D) that the Company has all requisite corporate power and capacity including under the laws of British Columbia to (i) carry on its business as presently carried on; (ii) own its property; (iii) issue the Subscription Shares; and (iv) perform its obligations and carry out the transactions contemplated hereby;
(E) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
(F) that the Subscription Shares have been duly authorized and are validly issued and outstanding as fully paid and non-assessable common shares of the Company;
(G) that the execution and delivery of this Agreement by the Company, the fulfilment of the terms of this Agreement, the issue and sale of the Subscription Shares and the consummation of the transactions contemplated by this Agreement, do not and will not result in a breach (whether after notice or lapse of time or both) of any current statute or regulation of the province of British Columbia or Canada, or of the terms, conditions or provisions of the Articles of the Company;
(H) that this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary opinion qualifications;
(I) that the form and terms of the DRS advice or certificate representing the Subscription Shares have been duly approved by the Company and meet all legal requirements under the Articles of the Company, the Act and the rules of the TSX (if any) and have been duly approved b...
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 shall have caused the (i) Company U.S. Counsel to furnish to the Manager its opinion and negative assurance statement, (ii) Company Israeli Counsel to furnish to the Manager its opinion, and (iii) Depositary 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.
