Further Legal Opinions Sample Clauses

Further Legal Opinions. Within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, the Company shall cause to be delivered to the Agent opinions similar to the Initial Legal Opinions dated as of the Representation Date from the Company's Counsel (or such other counsel, including local counsel as to matters involving the application of laws of jurisdictions other than those jurisdictions for which Company's Counsel is qualified to practice law, determined by the Company and acceptable to the Agent, acting reasonably) concerning the matters set forth in Schedule D. Within three Trading Days after each Representation Date in connection with filings of the Company contemplated by Section 9.3(a)(iv) or as contemplated by Section 9.3(b) (including, for certainty, in connection with any material change to the ownership or title to the mineral concessions comprising the Panuco Property or upon the determination by the Company that any other property is material to the Company) and with respect to which the Company is obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, the Company shall cause to be delivered to the Agent opinions similar to the Initial Title Opinions dated as of such Representation Date from ALN Abogados Consultores, Mexican counsel to the Company, as to title to the mineral concessions comprising the Panuco Property (and title opinions dated as of such Representation Date from counsel to the Company in respect of any such other material property, as applicable);
Sample 1
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Further Legal Opinions. Before the first issue of Notes occurring after each anniversary of this Trust Deed, on each occasion when a legal opinion is delivered to a Dealer(s) pursuant to Clause 3.2.10 of the Dealer Agreement and on such other occasions as the Trustee so requests each of the Issuers and the Guarantor will procure at its cost that further legal opinions in such form and with such content as the Trustee may require from the legal advisers specified in the Dealer Agreement or in the relevant jurisdiction approved by the Trustee are delivered to the Trustee, provided however that the Trustee shall not be required to approve the applicable legal opinions if there are no Special Conditions opined upon therein. In each such case, receipt by the Trustee of the relevant opinion shall be a condition precedent to the validity of any issue of Notes pursuant to this Trust Deed.
Sample 1
Further Legal Opinions. Before the first issue of Notes occurring after each anniversary of this Trust Deed, on each occasion when a legal opinion required to be, and is delivered to a Dealer(s) pursuant to clause 2.3.11 of the Dealership Agreement, the Issuer will procure at its cost that further legal opinion(s) in such form and in relation to such matters as the Note Trustee may require from the legal advisers specified in the Dealership Agreement or an Approved Firm is/are delivered to the Note Trustee provided that the Note Trustee shall not be required to approve the applicable legal opinions if there are no Special Conditions opined upon therein. In each such case, receipt by the Note Trustee of the relevant opinion shall be a further condition precedent to the issue of Notes pursuant to this Trust Deed.
Sample 1
Further Legal Opinions. Within three Trading Days after each Representation Date with respect to which the Issuer are obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, the Issuer shall cause to be delivered to the Agent opinions similar to the Initial Legal Opinions dated as of the Representation Date from the Issuer's Counsel (or such other counsel, including local counsel as to matters involving the application of laws of jurisdictions other than those jurisdictions for which Issuer’s Counsel is qualified to practice law, determined by the Issuer and acceptable to the Agent, acting reasonably) concerning the matters set forth in Schedule E.
Sample 1
Further Legal Opinions. Before the first issue of Notes occurring after each anniversary of this Trust Deed, on each occasion as the Trustee so requests (on the basis that the Trustee considers it reasonably necessary in view of a change (or proposed change) in applicable law affecting the Issuer or in English law affecting the Issuer, this Trust Deed or the Agency Agreement, the Issuer will procure at its cost that further legal opinions in such form and with such content as the Trustee may require from the legal advisers specified in the Dealer Agreement or in the relevant jurisdiction approved by the Trustee are delivered to the Trustee.
Sample 1
Further Legal Opinions. Following the date hereof, within three Trading Days after each Representation Date with respect to which the Corporation is obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, the Corporation shall cause to be delivered to the Agent opinions similar to the Initial Legal Opinions, dated as of the Representation Date, from the Corporation’s Counsel in Canada and the Corporation’s General Counsel concerning the matters set forth for such counsel in Schedule E (provided, however, that the Corporation’s Counsel in Canada shall not be required to provide further legal opinions with respect to the matters described in paragraphs 3 to 12 of the form of opinion prescribed therein).
Sample 1
Further Legal Opinions. Following the date hereof: (a) within three (3) Trading Days after each Representation Date with respect to which the Corporation is obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, the Corporation shall cause to be delivered to the Agent opinions similar to the Initial Legal Opinions, dated as of the Representation Date, from the Corporation's Counsel in Canada and the Corporation’s General Counsel concerning the matters set forth for such counsel in Schedule E (provided, however, that the Corporation’s Counsel in Canada shall not be required to provide further legal opinions with respect to the matters described in paragraphs 3 to 12 of the form of opinion prescribed therein); and (b) within either (i) three (3) Trading Days after each Representation Date occurring as a result of the Corporation filing an annual information form or audited annual financial statements, or (ii) such other period as may be reasonably requested by the Agent (which for greater certainty shall not be more frequent than within three (3) Trading Days after a Representation Date set forth in Section 9.3) following an event or circumstance that results in the Corporation carrying on a material portion of its business in a U.S. state not currently listed in Schedule E or the legal and regulatory regime in any U.S. state in which the Corporation carries on a material portion of its business changing in a material respect, and in each case for which no waiver is applicable pursuant to Section 9.3, the Corporation shall cause to be delivered to the Agent opinions similar to the Initial Legal Opinions, dated as of the Representation Date (or other applicable date), from the Corporation’s Counsel in the U.S. concerning the matters set forth for such counsel in Schedule E, modified as required with respect to any additional U.S. state(s) where, at such time, the Corporation carries on a material portion of its business.
Sample 1
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Further Legal Opinions. (a) Within three (3) Trading Days after each Representation Date with respect to which the Corporation is obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, the Corporation shall cause to be delivered to the Agents opinions similar to the Initial Legal Opinions dated as of the Representation Date from the Corporation’s Counsel in Canada (or such other counsel, including local counsel as to matters involving the application of laws of jurisdictions other than those jurisdictions for which Corporation’s Counsel in Canada is qualified to practice law, determined by the Corporation and acceptable to the Agents, acting reasonably) concerning the matters set forth in Schedule E (provided, however, that the Corporation’s Counsel in Canada shall not be required to provide further legal opinions with respect to the matters described in paragraphs 5 to 17 of the form of opinion prescribed therein). (b) Within three (3) Trading Days after each Representation Date with respect to which the Corporation is obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, and following an event or circumstance that results in the legal status of hemp-derived products manufactured by the Corporation changing in a material respect, the Corporation shall cause to be delivered to the Agents opinions similar to the Initial Legal Opinions, dated as of the Representation Date (or other applicable date), from the Corporation’s regulatory counsel concerning the legal status of hemp-derived products manufactured by the Corporation.
Sample 1
Further Legal Opinions. Within three Trading Days after each Representation Date with respect to which the Corporation is obligated to deliver a Bringdown Certificate and for which no waiver is applicable pursuant to Section 9.3, the Corporation shall cause to be delivered to the Agent opinions similar to the Initial Legal Opinions, dated as of the Representation Date, from the Corporation's Counsel concerning the matters set forth in Schedule E (provided, however, that the Corporation's Counsel shall not be required to provide further legal opinions with respect to the matters described in paragraphs 4 to 13 of the form of opinion prescribed therein).
Sample 1

Related to Further Legal Opinions

  • Compliance with Legal Opinions The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Xxxxxx & Xxxxxxx LLP, as special counsel to the Borrower, issued in connection with the Purchase and Sale Agreements and relating to the issues of substantive consolidation and true sale of the Loan Assets.

  • 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.

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower.

  • Subsequent Delivery of Legal Opinions If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

  • 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.

  • Legal Opinions of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • 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).

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Further Assurances and Consents In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain any consents and approvals, make any filings and applications and remove any liens, claims, equity or other encumbrance on an Asset of the other Party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the Party or its Group or the business thereof.

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