Legal opinions etc a) favourable legal opinions in favour of the Banks in respect of Norwegian law. b) favourable legal opinions in favour of the Banks in respect of British law. c) such other documents and evidence that the Agent on behalf of the Banks may require.

Legal opinions etc. The Co-Investors shall have received from Xxxxxxx Xxxx & Xxxxx LLP, counsel to Holdings, an opinion dated the date of the Closing in form and substance reasonably satisfactory to each of the Co-Investors.

Legal opinions etc the Mandated Dealer having received opinions from Xxxxxxxx Chance Europe LLP on matters of validity under English law, in respect of Notes which are governed by English law (as specified in the relevant Final Terms), and Xxxxxxxx Chance on matters of validity under Luxembourg law, in respect of Notes which are governed by Luxembourg law (as specified in the relevant Final Terms), and an opinion signed by, or on behalf of, the General Counsel of the Issuer relating to the capacity of the Issuer, to be delivered and such other opinions, documents, certificates, agreements or information specified in the Relevant Agreement as being conditions precedent to the purchase or subscription of the particular Tranche of Notes (in each case in a form satisfactory to the Mandated Dealer); and

Legal opinions etc the Mandated Dealer having received from Xxxxxxxx Chance Europe LLP a disclosure letter (in the case of Notes offered pursuant to Rule 144A), U.S. securities law opinion (in the case of Notes offered pursuant to Rule 144A) and opinions on matters of validity under English law, in respect of Notes which are governed by English law (as specified in the relevant Final Terms), and opinions from Xxxxxxxx Chance on matters of validity under Luxembourg law, in respect of Notes which are governed by Luxembourg law (as specified in the relevant Final Terms), and an opinion signed by, or on behalf of, the General Counsel of the Issuer relating to the capacity of the Issuer, to be delivered and such other opinions, documents, certificates, agreements or information specified in the Relevant Agreement as being conditions precedent to the purchase or subscription of the particular Tranche of Notes (in each case in a form satisfactory to the Mandated Dealer), and in the case of Notes offered pursuant to Rule 144A, a U.S. securities law opinion from Xxxxx & Xxxxx LLP;

Legal opinions etc a) favourable legal opinion in favour of the Banks in respect of Norwegian law. b) such other documents and evidence that the Agent on behalf of the Banks may require. PART 1 Owner: Trico Shipping AS NORWEGIAN VESSELS: NORTHERN CHALLENGER Built: 1993 Class: +1A1 Supply Vessel Tug SF EO OILREC. Callsignal: LDYA Dwt: 2751 NORTHERN COMMANDER Built: 1986 Class: +1A1 Tug & Supply Vessel, SF, FI-FI I+II, Dyn Pos EO Oil Rec. Callsignal: LWZH Dwt: 2690 NORTHERN CORONA Built: 1992 Class: +1A1 Supply Vessel SF Tug DE ICE/C EO OILREC. Callsignal: LDXT Dwt: 2845 NORTHERN CRUSADER Built: 1992 Class: +1A1 Supply Vessel Tug SF EO OILREC. Callsignal: LDYP Dwt: 2783 NORTHERN COMRADE Built: 1985 Class: +1A1 Tug and Supply Vessel SF EO Callsignal: LAIM Dwt: 1840 NORTHERN GAMBLER Built: 1996 Class: +1A1, SF, LFL*, EO, WI-OC Callsignal: LICE Dwt: 4500 NORTHERN GENESIS Built: 1983 Class: +1A1 Supply Vessel SF Callsignal: LLQD Dwt: 3060 NORTHERN PRINCESS Built: 1983 Class: +1A1, Supply Vessel, EO, ICE-C Callsignal: LHXF Dwt: 1700 PART 2 UK VESSEL: NORTHERN SUPPORTER ) Built: 1996 ) Class: +1A1 SF EO ) Callsignal: LXXX ) Dwt: 3111 ) PART 3 NEWBUILDING I To be owned by: Trico Shipping AS Scheduled delivery: 31 May 2002 To be classed: DNV + 1A1, SX, X0, XX0, HL(2.8), T-MON, Dyn-Pos AUTR (DP2), LFL*, OIL REC, Clean, COMF-V(3) C(3) Dwt: Approx. 4000 t Builder: Hxxxxxx Xxxxxxx XX, 0000 Xxxxxxx X Xxxx, Xxxxxx Hullno: 078 PART 4 NEWBUILDING II To be owned by: Trico Shipping AS Scheduled delivery: 30 September 2002 To be classed: DNV + 1A1, SX, X0, XX0, HL(2.8), T-MON, Dyn-Pos AUTR (DP2), LFL*, OIL REC, Clean, COMF-V(3) C(3) Dwt: Approx. 4000 t Builder: Havyard Leirvik AS, 6953 Leirvik i Sogn, Norway Hullno: 079 0000 Xxxxxx Xxxxxx Telephone No +00 00 00 00 00 Telefax No +00 00 00 00 00 NOK 200,000,000.- prior to Newbuilding I Securities NOK 260,000,000.-prior to Newbuilding II Securities and thereafter NOK 320,000,000.- NEDSHIP BANK N.V. acting through its Norwegian branch Nedship Bank (Nordic) sxxxxxxxxxx 00 0000 Xxxxxx Xxxxxx Telephone No +00 00 00 00 00 Telefax No +00 00 00 00 00 NOK 150,000,000.- prior to Newbuilding I Securities NOK 195,000,000.-prior to Newbuilding II Securities and thereafter NOK 240,000,000.- NORDEA BANK NORGE ASA Middelthusgt. 17 P.X.Xxx 0000 Xxxxxxx 0000 Xxxx Xxxxxx Telephone No +00 00 00 00 00 Telefax No For credit matters +00 00 00 00 00 For loan adm. matters +00 00 00 00 00 NOK 150,000,000.- prior to Newbuilding I Securities NOK 195,000,000.-prior to Newbuil...

Related to Legal opinions etc

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.
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 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 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).
Opinions and Comfort Letters The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.
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 Opinion 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 Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).
Bring Down Opinions; Negative Assurance At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of Company U.S. Counsel and (ii) a written opinion of Company Australian Counsel, each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of Company U.S. Counsel. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell ADSs pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell ADSs pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation.
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).
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.

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