For Brazilian opinion Sample Clauses

For Brazilian opinion. The choice of laws of the State of New York as the governing law of the Agreement is a valid choice of law under the laws of Brazil and will be honored by the courts of this country, provided that such laws do not infringe public policy and provided further that the foreign court decision complies with the requirements set forth by regulations on the application of Brazilian law (“Lei de Introdução das Normas do Direito Brasileiro”) among any other applicable regulations; and service of process effected in the manner set forth in the Agreement, assuming validity under the laws of the State of New York, will be effective, insofar as Brazilian laws are concerned, to confer valid personal jurisdiction over the Company.] [For Argentine opinion: The choice of laws of the State of New York as the governing law of the Agreement is a valid choice of law under the laws of Argentina and will be honored by the courts of this country, provided that: (i) such laws do not infringe public policy and provided further that (ii) the applicable laws of the State of New York are entered into evidence in accordance with Argentine law.] [For Venezuelan opinion: The choice of laws of the State of New York as the governing law of the Agreement is a valid choice of law under the laws of Venezuela and will be honored by the courts of this country, provided that such laws do not infringe public policy and provided further that the foreign court decision complies with the requirements set forth by applicable regulations in Venezuela; and service of process effected in the manner set forth in the Agreement, assuming validity under the laws of the State of New York, will be effective, insofar as Venezuelan laws are concerned, to confer valid personal jurisdiction over the Company.]
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Related to For Brazilian opinion

  • Opinion of Financial Adviser No advisers, as of the date hereof, have delivered to the IVP Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of IVP Shares.

  • Opinion of Financial Advisor 27 SECTION 3.18

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Bring Down Opinions; Negative Assurance At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of Company U.S. Counsel and (ii) a written opinion of Company Australian Counsel, each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of Company U.S. Counsel. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell ADSs pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell ADSs pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation.

  • Opinion of Financial Advisors SECTION 3.20

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

  • Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, 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 its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

  • 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.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

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