Foreign Counsel Opinions Sample Clauses

Foreign Counsel Opinions. Deliver to Lender within 30 days following the Closing Date, legal opinion(s) from the Borrower's Foreign Subsidiaries' foreign counsel, in form reasonably satisfactory to Lender.
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Foreign Counsel Opinions. The Administrative Agent shall have received favorable opinions of Belgian counsel, French counsel and Brazilian counsel addressed to the Administrative Agent and the Lenders with respect to the Pledged Foreign Subsidiaries, the Loan Documents, the Collateral and such other matters as the Lenders shall request.
Sample 1
Foreign Counsel Opinions. (a) If, at any time, any First Tier Foreign Subsidiary (other than GPEG C.V.) shall (a) generate 10% or more of Consolidated EBITDA or (b) own 10% or more of the consolidated total assets of the Borrower and its Subsidiaries, in each case, for at least two (2) consecutive fiscal quarters, the Borrower shall provide favorable opinions of local foreign counsel, addressed to the Administrative Agent and each Lender, as to the perfection of the security interest in sixty-six percent (66%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of such First Tier Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent. (b) If, at any time, GPEG C.V. and its Subsidiaries shall (a) generate 25% or more of Consolidated EBITDA or (b) own 25% or more of the consolidated total assets of the Borrower and its Subsidiaries, in each case, for at least two (2) consecutive fiscal quarters, the Borrower shall provide favorable opinions of local Dutch counsel, addressed to the Administrative Agent and each Lender, as to the perfection of the security interest in sixty-six percent (66%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of GPEG C.V. in form and substance reasonably satisfactory to the Administrative Agent. (e) Section 8.3(a) of the Credit Agreement is hereby amended to read as follows: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 8.3, (iii) Investments made after the Closing Date by any Credit Party in (A) any other Credit Party or (B) in any Non-Guarantor Subsidiary, provided that such Investment in a Non-Guarantor Subsidiary is either (i) a loan, in which the debt in respect thereof by such Non-Guarantor Subsidiary conforms with the requirements of clause (ii) of Section 8.1(g), or (ii) a Permitted Acquisition, (iv) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary and (v) an Investment (A) by the Borrower consisting of a 99% limited partnership interest in the Capital Stock of GPEG C.V. and (B) by GPEG, LLC consisting of a 1% general partnership interest in the Capital Stock of GPEG C.V.; (f) Section 8.5 of the Credit Agreement is hereby amended by (i) deleti...
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Foreign Counsel Opinions. Cause to be delivered to the Administrative Agent and the Lenders within 60 days after the Restatement Effective Date legal opinions, in form and substance reasonably acceptable to the Administrative Agent, from counsel in the jurisdiction of incorporation of certain Controlled Foreign Corporations whose shares are pledged pursuant to a Pledge Agreement.
Sample 1
Foreign Counsel Opinions. If, at any time, any First Tier Foreign Subsidiary shall (a) generate 10% or more of Consolidated EBITDA or (b) own 10% or more of the consolidated total assets of the Borrower and its Subsidiaries, the Borrower shall provide favorable opinions of local foreign counsel, addressed to the Administrative Agent and each Lender, as to the perfection of the security interest in sixty-six percent (66%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of such First Tier Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.
Sample 1
Foreign Counsel Opinions. As soon as possible, and in any event no later than thirty (30) days after the Closing Date, the Borrower shall deliver to the Agent, or cause to be delivered to the Agent, opinions from the legal counsel to each of Cannondale Europe B.V., Cannondale Japan K.K. and Cannondale Australia Pty Limited, in form and substance satisfactory to the Agent.
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Foreign Counsel Opinions. The Underwriters shall have received on the Closing Date an opinion of (a) special Canada counsel, and (b) special Mexico counsel, to the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.
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Foreign Counsel Opinions. (a) If, at any time, any First Tier Foreign Subsidiary shall (a) generate 10% or more of Consolidated EBITDA or (b) own 10% or more of the consolidated total assets of the Borrower and its Subsidiaries, the Borrower shall provide favorable opinions of local foreign counsel, addressed to the Administrative Agent and each Lender, as to the perfection of the security interest in sixty-six percent (66%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of such First Tier Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent. (b) If, at any time, Global Power Netherlands BV shall (a) generate 25% or more of Consolidated EBITDA or (b) own 25% or more of the consolidated total assets of the Borrower and its Subsidiaries, the Borrower shall provide favorable opinions of local Dutch counsel, addressed to the Administrative Agent and each Lender, as to the perfection of the security interest in sixty-six percent (66%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of Global Power Netherlands BV, in form and substance reasonably satisfactory to the Administrative Agent. (e) Schedule 6.2 of the Credit Agreement is hereby amended to be in the form of Schedule 6.2 to this First Amendment. (f) Schedule 7.19 of the Credit Agreement is hereby amended to be in the form of Schedule 7.19 to this First Amendment.
Sample 1

Related to Foreign Counsel Opinions

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Second Opinions The Member may access a second opinion from a Network Provider regarding a medical diagnosis or treatment plan. The Member may request Preauthorization or may visit a KFHPWA-designated Specialist for a second opinion. When requested or indicated, second opinions are provided by Network Providers and are covered with Preauthorization, or when obtained from a KFHPWA-designated Specialist. Coverage is determined by the Member's EOC; therefore, coverage for the second opinion does not imply that the services or treatments recommended will be covered. Preauthorization for a second opinion does not imply that KFHPWA will authorize the Member to return to the physician providing the second opinion for any additional treatment. Services, drugs and devices prescribed or recommended as a result of the consultation are not covered unless included as covered under the EOC.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinions of Counsel to Credit Parties Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for Credit Parties and (ii) X. Xxxxxx Xxxxxx, in-house counsel for Company, each in the form of Exhibit D and as to such other matters as Administrative Agent may reasonably request, dated as of the Effective Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs each such counsel to deliver such opinions to Agents and Lenders).

  • 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.