Legal Opinions and Letters Sample Clauses

Legal Opinions and Letters. Each of the following counsel (or other counsel satisfactory to the Representatives) will have delivered to the Representatives the related opinion or letter, dated as of the Closing Date, each of which will be reasonably satisfactory to the Representatives.
AutoNDA by SimpleDocs
Legal Opinions and Letters. Each of the following counsel (or other counsel satisfactory to the Underwriters) will have delivered to the Underwriters the related written opinion or letter, dated as of the Closing Date, each of which will be reasonably satisfactory to the Underwriters.
Legal Opinions and Letters. On the date hereof, the Agents shall have received the following legal opinions and/or letters, each dated as of the date hereof:
Legal Opinions and Letters. The Company shall have caused to be delivered to the Investor, (i) within five (5) Trading Days of the delivery of the first Mandatory Purchase Notice, (ii) as of a date subsequent to the date of the Company's filing of any quarterly report on Form 10-Q (or the date by which such report is required to be filed) after the delivery of the first Mandatory Purchase Notice, (iii) as of a date subsequent to any date after the delivery of the first Mandatory Purchase Notice on which the Company announces, whether on a preliminary or definitive basis, its fourth quarter or full-year financial results, (iv) to the extent provided by Section 3.3, and (v) as of a date within five (5) Trading Days of a Mandatory Purchase Notice or an Additional Purchase Notice, as the case may be, a letter from the Company's independent counsel containing the statements set forth in Exhibit B addressed to the Investor stating, inter alia, that in such counsel's belief the Registration Statement (as may be amended, if applicable), does not contain an untrue statement of material fact or omits a material fact required to make the statements contained therein, not misleading or that the underlying prospectus (if applicable, as so amended or supplemented) does not contain an untrue statement of material fact or omits a material fact required to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in the event that such a letter cannot be delivered by the Company's independent counsel to the Investor, the Company shall promptly notify the Investor and promptly revise the Registration Statement, and the Investor shall not deliver an Optional Purchase Notice, and the Company shall not deliver a Mandatory Purchase Notice, an Additional Purchase Notice or, if an Optional Purchase Notice, a Mandatory Purchase Notice or an Additional Purchase Notice shall have been delivered in good faith without knowledge by the Investor or the Company that a letter of independent counsel can not be delivered as required, postpone such Closing Date for a period of up to five (5) Trading Days until such letter is delivered to the Investor (or such Closing shall otherwise be canceled). In the event of such a postponement, the Purchase Price of the Common Stock to be issued at such Closing as determined pursuant of Section 2.3 shall be the lower of such Purchase Price as calculated as of the originally scheduled Closing Date or as of ...

Related to Legal Opinions and Letters

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions:

  • 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.

  • 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).

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!