FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. The closing opinion of Xxxxxx Xxxxxx LLP, special counsel to the Purchasers, called for by Section 4.4(b) of the Agreement, shall be dated the date of the Closing and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. The closing opinion of Xxxxxxx and Xxxxxx, special counsel to the Purchasers, called for by Section 4.4 of the Note Purchase Agreements, shall be dated the date of Closing and addressed to each Purchaser, shall be satisfactory in form and substance to each Purchaser and shall be to the effect that:
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. The opinion of Xxxxxxx, Carton & Xxxxxxx, special counsel to the Purchasers, shall be to the effect that:
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. The closing opinion of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, called for by Section 4.4(b) of the Note Purchase Agreements, shall be dated the date of Closing and addressed to you and the other Purchasers, shall be satisfactory in form and substance to you and the other Purchasers and shall be to the effect that:
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. [To Be Provided on a Case by Case Basis] SCHEDULE 4.4(b) (to Note Purchase Agreement) SCHEDULE 5.3 None. SCHEDULE 5.3 (to Note Purchase Agreement) SCHEDULE 5.4 SUBSIDIARIES OF THE ISSUER AND OWNERSHIP OF SUBSIDIARY STOCK
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. The closing opinion of Xxxxxx Xxxxxx LLP, special counsel to the Purchasers, called for by Section 4.4(e) of the Agreement, shall be dated the date of such Closing and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that: 1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware. 2. The Agreement and the Notes being delivered on the date hereof constitute the legal, valid and binding contracts of the Company, enforceable against the Company in accordance with its terms. 3. The issuance, sale and delivery of the Notes being delivered on the date hereof under the circumstances contemplated by this Agreement do not, under existing law, require the registration of such Notes under the Securities Act or the qualification of an indenture under the Trust Indenture Act of 1939, as amended. The opinion of Xxxxxx Xxxxxx LLP shall also state that the opinions of Xxxxx & Xxxxxxxxx LLP, Parkowski, Guerke and Swayze, Xxxxxxx LLP and Gunster, Yoakley & Xxxxxxx, P.A. are satisfactory in scope and form to Xxxxxx Xxxxxx LLP and that, in their opinion, the Purchasers are justified in relying thereon. In rendering the opinion set forth in paragraph 1 above, Xxxxxx Xxxxxx LLP may rely, as to matters referred to in paragraph 1, solely upon an examination of Amended and Restated Articles of Incorporation certified by, and a certificate of good standing of the Company from, the Secretary of State of the State of Delaware. The opinion of Xxxxxx Xxxxxx LLP is limited to the laws of the State of New York and the federal laws of the United States. With respect to matters of fact upon which such opinion is based, Xxxxxx Xxxxxx LLP may rely on appropriate certificates of public officials and officers of the Company and upon representations of the Company and the Purchasers delivered in connection with the issuance and sale of the Notes. SCHEDULE 5.3 (to Private Shelf Agreement) DISCLOSURE MATERIALS None, other than the Company’s public filings with the SEC. SCHEDULE 5.4 (to Private Shelf Agreement) SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK Name Jurisdiction of Organization Owner Ownership Percentage Eastern Shore Natural Gas Company Delaware Chesapeake Utilities Corporation 100% Sharp Energy, Inc. Delaware Chesapeake Utilities Corporation 100% Sharpgas, Inc. Delaware Sharp Energy, Inc. 100% Xeron, Inc. Mississippi Chesapeake Utilities Corporation...
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. The closing opinion of Chapman and Cutler LLP, special counsel to the Purchasers, called for xx Xxxtion 0.0 xx the Note Purchase Agreement, shall be dated the date of Closing and addressed to each Purchaser, shall be satisfactory in form and substance to each Purchaser and shall be to the effect that:
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. [To Be Provided on a Case by Case Basis] SCHEDULE 4.4(b) (to Note Purchase Agreement) None. SCHEDULE 5.3 (to Note Purchase Agreement) SUBSIDIARIES OF THE NOTE PARTIES AND OWNERSHIP OF SUBSIDIARY STOCK Note Party Note Party Subsidiaries Note Party Share/Percentage Ownership of Note Party Subsidiaries Note Party Subsidiaries Jurisdiction of Organization Note Party Subsidiaries Directors(“ID” means “Independent Director”) Note Party Subsidiaries Officers American Assets Trust, Inc. American Assets Trust, L.P. Approx. 71.8% Maryland American Assets Trust, L.P. AAT CC Bellevue, LLC 100% Delaware Jxxxxxxx Xxxxxxxx – ID Exxxxx RadyRobert BartonAdam Wyll American Assets Trust, L.P. AAT Gxxxx Marketplace, LLC 100% Delaware Exxxxx RadyRobert BartonAdam Wyll AAT Gxxxx Marketplace, LLC None American Assets Trust, L.P. AAT Lxxxx District, LLC 100% Delaware Exxxxx RadyRobert BartonAdam WyllJerry GammieriJames DurfeyChris SullivanWade Lxxxx AAT Lxxxx District, LLC None American Assets Trust, L.P. AAT One Beach, LLC 100% Delaware Vxx Xxxx – ID Exxxxx RadyRobert BartonAdam Wyll SCHEDULE 5.4 (to Note Purchase Agreement) Note Party Note Party Subsidiaries Note Party Share/Percentage Ownership of Note Party Subsidiaries Note Party Subsidiaries Jurisdiction of Organization Note Party Subsidiaries Directors(“ID” means “Independent Director”) Note Party Subsidiaries Officers American Assets Trust, L.P. AAT Oregon Office I, LLC 100% Delaware Exxxxx RadyRobert BartonAdam WyllJames Dxxxxx Xxxxx SullivanJerry Gammieri AAT Oregon Office I, LLC None American Assets Trust, L.P. AAT Solana 101, LLC 100% Delaware Exxxxx RadyRobert BartonAdam WyllJames Dxxxxx Xxxxx SullivanJerry Gammieri AAT Solana 101, LLC None American Assets Trust, L.P. AAT Sorrento Pointe, LLC 100% Delaware Exxxxx RadyRobert BartonAdam WyllJames Dxxxxx Xxxxx SullivanJerry Gammieri AAT Sorrento Pointe, LLC None 5.4‑2 Note Party Note Party Subsidiaries Note Party Share/Percentage Ownership of Note Party Subsidiaries Note Party Subsidiaries Jurisdiction of Organization Note Party Subsidiaries Directors(“ID” means “Independent Director”) Note Party Subsidiaries Officers American Assets Trust, L.P. AAT Torrey Reserve 5, LLC 100% Delaware Exxxxx RadyRobert BartonAdam WyllJames Dxxxxx Xxxxx SullivanJerry Gammieri AAT Torrey Reserve 5, LLC None American Assets Trust, L.P. AAT Torrey Reserve 6, LLC 100% Delaware Exxxxx RadyRobert BartonAdam WyllJames Dxxxxx Xxxxx SullivanJerry Gammieri AAT Torrey Reserve 6, LLC None American A...
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. [To Be Provided on a Case by Case Basis] 1 Form Note: In certain jurisdictions, notes registered in nominee name may not qualify for withholding tax exemption -- counsel for the Company should advise prior to the Closing if the applicable Taxing Jurisdiction is such a jurisdiction.
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS. [To Be Provided on a Case by Case Basis] 1Form Note: A common problem at complicated closings is the request of the issuer that the Purchasers maintain liquid funds available to fund the purchase of the Notes later in the day than the time at which one or more of the Purchasers will be able to reinvest the funds that it has set aside to purchase its Notes. Typically, Purchasers will not agree to hold funds available past the cut-off time for their reinvestment (which varies from Purchaser to Purchaser) unless the issuer has agreed to compensate the affected Purchaser for any lost interest earnings if they maintain liquid funds past their reinvestment deadlines and the Closing does not actually occur on that day. One vehicle for dealing with the problem on the scheduled Closing day is the provision by the Company of an indemnity letter. Under certain circumstances, it is possible to build such an indemnity provision into this agreement.
