Form of Opinion of Counsel to Credit Parties Sample Clauses

Form of Opinion of Counsel to Credit Parties. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements or certificates of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates and/or opinions of appropriate representatives of the Credit Parties. In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Credit Parties):
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Form of Opinion of Counsel to Credit Parties. Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:
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Form of Opinion of Counsel to Credit Parties. The foregoing opinions are subject to the following comments and qualifications:
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Form of Opinion of Counsel to Credit Parties. The agreements, instruments and other documents referred to in the foregoing lettered clauses are collectively referred to as the "Credit Documents". In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements or certificates of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates and/or opinions of appropriate representatives of the Credit Parties. In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Credit Parties):
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Form of Opinion of Counsel to Credit Parties course of conduct, course of dealing, course of performance or otherwise) except as expressly referred to herein. When relevant facts were not independently established, we have relied upon representations made in or pursuant to the Credit Documents. In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that:
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Form of Opinion of Counsel to Credit Parties. (B) Clause (iii) of the second sentence of Section 3.02 of the Credit Agreement (and any similar provisions in any of the other Credit Documents) may not be enforceable to the extent that the Guaranteed Obligations (as defined in the Credit Agreement) are materially modified.
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Form of Opinion of Counsel to Credit Parties. (c) the Series D Incremental Loan Agreement (together with the Credit Agreement and the Subsidiary Borrower Designation Letter, the “Credit Documents”); and
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Form of Opinion of Counsel to Credit Parties opinion as to the laws of any jurisdiction other than those of the United States of America, the State of Louisiana and the General Corporation Law of the State of Delaware. At the request of our clients, this opinion letter is, pursuant to Section (b)(ii) of Article IV of the Series D Incremental Loan Agreement, provided to you by us in our capacity as counsel to the Credit Parties and may not be relied upon by any Person for any purpose other than in connection with the transactions contemplated by the Credit Agreement without, in each instance, our prior written consent. Very truly yours, Form of Opinion of Counsel to Credit Parties SCHEDULE A Subsidiary Name Merged/Consolidated into: Transit America Las Vegas, L.L.C. merged into Triumph Outdoor Holdings, LLC Lxxxx Advertising of New Orleans, LLC merged into Triumph Outdoor Holdings, LLC Trans West Outdoor Advertising, Inc. merged into Lxxxx California Acquisition Corporation Select Media, Inc. merged into Lxxxx Xxxx Corporation Sxxxxxx Ad Agency, L.L.C. merged into Lxxxx Central Outdoor, LLC Lamar California Acquisition Corporation merged into Lxxxx Central Outdoor, LLC ADvantage Advertising, LLC merged into The Lxxxx Company, LLC Lxxxx Advan, Inc. merged into Lxxxx Advertising of Penn, LLC Ham Development Corporation merged into Lxxxx Central Outdoor, LLC 10 Outdoor Advertising, Inc. merged into Lxxxx Central Outdoor, LLC Dxxx Advertising Company, Inc. merged into Lamar Advantage Outdoor Company, L.P. ANNEX 3 [Form of Opinion of Special Counsel to JPMCB] January [___], 2007 To the Series D Incremental Lenders and the Administrative Agent party to the Series D Incremental Loan Agreement and Credit Agreement referred to below Ladies and Gentlemen: We have acted as special New York counsel to JPMorgan Chase Bank, N.A., as Administrative Agent, under the Series D Incremental Loan Agreement dated as of January 17, 2007 (the “Series D Incremental Loan Agreement”) between Lxxxx Advertising of Puerto Rico, Inc., formerly known as “QMC Media II, Inc.” (the “Initial Subsidiary Borrower”), Lxxxx Media Corp. (the “Company”), the Subsidiary Guarantors named therein (together with the Company, Lxxxx Advertising Company, the Initial Subsidiary Borrower and Lxxxx Transit Advertising Canada Ltd., the “Credit Parties”), the Series D Incremental Lenders party thereto (the “Series D Incremental Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Series D Incremental Loan A...
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Related to Form of Opinion of Counsel to Credit Parties

  • Opinion of Counsel to Credit Parties Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for Credit Parties, in form and substance satisfactory to the Administrative Agent, dated as of the Closing Date (and each Credit Party hereby instructs such counsel to deliver such opinion to Agents and Lenders).

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Opinion of Counsel for Borrower Favorable opinions, dated as of the Closing Date, from counsels for Borrower and General Partner, as to such matters as Administrative Agent may reasonably request;

  • Opinion of Counsel for the Sales Agent On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Sales Agent shall have received the favorable written opinion or opinions of Hunton Xxxxxxx Xxxxx LLP, counsel for the Sales Agent, dated such date, with respect to such matters as the Sales Agent may reasonably request.

  • Opinion of Counsel to Buyer The Sellers shall have received an opinion of counsel to the Buyer, in form and substance satisfactory to the Sellers.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

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