Common use of Legal Opinions Clause in Contracts

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

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: opinions of (ia) 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 Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibit H, and (b) local counsel to the Borrower in the jurisdictions listed on Schedule 6.3 in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.

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. XxxxxxxXxxxx, Vice President, Associate Assistant General Counsel, Chief Governance Officer and Corporate Secretary Counsel to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower.

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. Xxxxxxxxx Xxxxxxx, Vice PresidentP.A., Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerLoan Parties and their Subsidiaries, substantially in the form of Exhibit E–1; and (ii) the executed legal opinion of XxxxxxXxxxxx X. Xxxx, Xxxxxx & Xxxxx LLPEsq., general counsel of the Loan Parties, substantially in the form of Exhibit E–2. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory 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 Xxxxxxxx & Xxxxx LLP, counsel to Holdings and the Borrowerother Loan Parties; (ii) executed legal opinion of K&L Gates LLP, special Washington counsel to certain of the Loan Parties; and (iii) executed legal opinion of Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, LLP, special Nevada counsel to certain of the Loan Parties.

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, substantially in the form of Exhibit D-1; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, special New York counsel to the BorrowerAdministrative Agent, substantially in the form of Exhibit D-2.

Legal Opinions. The Administrative Agent shall have received the following executed written legal opinionsopinion of (i) Xxxxx X. Xxxxxx, in Esq., as general counsel to Borrower and the Guarantors, and (ii) Xxxxxx & Xxxxxx L.L.P., as special counsel to Borrower and the Guarantors, each case in form and substance reasonably acceptable of which shall be addressed 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 LC Issuer and Corporate Secretary the Lenders and shall be in form and substance satisfactory to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the BorrowerAdministrative Agent.

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. XxxxxxxXxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerAdministrative Agent, covering such matters reasonably requested by the Administrative Agent; and (ii) the executed legal opinion of XxxxxxXxxxxxxxx Xxxxxxxxxx, Xxxxxx & Xxxxx LLPVice President, counsel Assistant General Counsel and Secretary of IBM, with respect to the Borrowereach of IBM and IBMCLLC.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxxxxxx Xxxx Brandeis & Xxxxxxxx, LLP, counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and (ii) the legal opinion of local counsel to the applicable Loan Parties in each of California and Virginia, in each case in form and substance reasonably acceptable satisfactory 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. 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, the Vice President, Associate General Counsel, Chief Governance Officer Counsel and Corporate Secretary to of the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Xxxxx Xxxx & Xxxxx LLP, counsel Xxxxxxxx. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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, substantially in the form of Exhibit D-1; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibit D-2.

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. XxxxxxxXxxxx Day, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary special New York counsel to the Borrower; and (ii) the executed legal opinion of XxxxxxXxxxx X. Xxxxxxxx, Xxxxxx & Xxxxx LLP, general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. Xxxxxx, Xxxxxx-Xxxxxxx, Vice PresidentColt & Mosle LLP, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and its Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, local counsel to the BorrowerBorrower and its Subsidiaries in each jurisdiction as the Administrative Agent may reasonably require. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory 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 Debevoise & Xxxxx Xxxxxxxx LLP, counsel to the BorrowerParent Borrower and the other Loan Parties; (ii) executed legal opinions of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to certain of the Loan Parties; and (iii) executed legal opinion of Holland & Knight LLP, special Florida counsel to certain of the Loan Parties.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in with a copy for each case Lender (each such legal opinion shall be 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. 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, the Vice President, Associate General Counsel, Chief Governance Officer Counsel and Corporate Secretary to of the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP, counsel . Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. (i) The Administrative Agent shall have received the following executed legal opinions: i. the legal opinion of Xxxxxx Price P.C., in each case counsel to the Borrower and its Subsidiaries, in form and substance reasonably acceptable to the Administrative Agent, with a copy for each Lender:; (i) ii. the executed legal opinion of Xxxxxxx X. Xxxxxxxgeneral counsel of the Borrower and its Subsidiaries, Vice President, Associate General Counsel, Chief Governance Officer in form and Corporate Secretary substance reasonably acceptable to the BorrowerAdministrative Agent; and (ii) iii. the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, such other special and local counsel to as may be reasonably required by the BorrowerAdministrative Agent.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i1) 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 Debevoise & Xxxxx Xxxxxxxx LLP, counsel to the BorrowerParent Borrower and the other Loan Parties; and (2) executed legal opinion of Holland & Knight LLP, special Florida counsel to certain of the Loan Parties.

Legal Opinions. The Administrative Agent shall have received the following executed a favorable written legal opinions, in each case in form and substance reasonably acceptable opinion (addressed to the Administrative Agent, with a copy for Agent and the Lenders and dated the Effective Date) of each Lender: of (i) the executed legal opinion of Xxxxxxx Xxxxx X. Xxxxxxx, Esq., Senior Vice President, Associate General Counsel, Chief Governance Officer Counsel and Corporate Secretary to of the Borrower; and , substantially in the form of Exhibit B-1 and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Xxxx & Xxxxx Xxxxxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit B-2. Each Loan Party hereby requests such counsel to the Borrowerdeliver such legal opinions.

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. XxxxxxxCravath, Vice PresidentSwaine & Moorx, Associate General Counsel, Chief Governance Officer and Corporate Secretary xxunsel to the Borrower, substantially in the form of Exhibit G-1; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibit G-2. Each such legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require.

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. XxxxxxxHolland & Knight LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerLoan Parties and their Subsidiaries, substantially in the form of Exhibit E–1; and (ii) the executed legal opinion of XxxxxxXxxxxx X. Xxxx, Xxxxxx & Xxxxx LLPEsq., general counsel of the Loan Parties, substantially in the form of Exhibit E–2. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. XxxxxxxXxxxx Day, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary special New York counsel to the Borrower; and (ii) the executed legal opinion of Xxx Xxxxxx, Xxxxxx & Xxxxx LLP, deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. XxxxxxxXxxxx Day, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary special New York counsel to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx Xxxxxx LLP, local counsel to the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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, substantially in the form of Exhibit D-1; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx Xxxxxxx Xxxxxxx and Xxxxxxxx LLP, special New York counsel to the BorrowerAdministrative Agent, substantially in the form of Exhibit D-2.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory 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 Debevoise & Xxxxx Xxxxxxxx LLP, counsel to the BorrowerBorrower and the other Loan Parties; (ii) executed legal opinions of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to certain of the Loan Parties; and (iii) executed legal opinion of Holland & Knight LLP, special Florida counsel to certain of the Loan Parties.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinionsopinions of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, as counsel to the Company and the Executive Vice President and General Counsel of the Company, in each case case, in form and substance reasonably acceptable satisfactory to the Administrative Agent consistent with those delivered in connection with the Existing Credit Agreement. Each of the counsel delivering the foregoing legal opinions is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent, with a copy for the Collateral Agent and 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. 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. XxxxxxxXxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerAdministrative Agent; and (ii) the executed legal opinion of XxxxxxXxxxx Xxxxxxxxx, Xxxxxx & Xxxxx LLPVice President, counsel to the BorrowerAssistant General Counsel and Secretary of IBM.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. XxxxxxxDebevoise & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrowers and the other Loan Parties; and (ii) the executed legal opinion opinions of XxxxxxXxxxxxxx, Xxxxxx & Xxxxx LLPFinger, P.A., special Delaware counsel to certain of the BorrowerLoan Parties.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. XxxxxxxDebevoise & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and the other Loan Parties; and (ii) the executed legal opinion opinions of XxxxxxXxxxxxxx, Xxxxxx & Xxxxx LLPFinger, P.A., special Delaware counsel to certain of the BorrowerLoan Parties.

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. XxxxxxxXxxxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and its Subsidiaries, satisfactory in form and substance to the Administrative Agent; and (ii) the executed legal opinion of XxxxxxCommercial Law Group, Xxxxxx & Xxxxx LLPP.C., counsel to the BorrowerBorrower and its Subsidiaries, satisfactory in form and substance to the Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinionsopinions of (a) Xxxxxx & Xxxxxx, L.L.P., counsel to the Borrower, substantially in each case the form of Exhibit I, and (b) local counsel to the Borrower in the jurisdictions listed on Schedule 6.3 in form and substance reasonably acceptable satisfactory to the Administrative Agent. The Borrower, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer other Credit Parties and Corporate Secretary to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, Administrative Agent hereby instruct such counsel to the Borrowerdeliver such legal opinions.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of K&L Gates, in each case counsel to the Borrower and its Subsidiaries, 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 XxxxxxP. Mats Xxxxxxx, Xxxxxx & Xxxxx LLPgeneral counsel of the Guarantor and its Subsidiaries, counsel in form and substance reasonably acceptable to the BorrowerAdministrative Agent.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory 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 Xxxxxxxx & Xxxxx LLP, counsel to the BorrowerUltimate Parent and its Subsidiaries, (ii) the legal opinion of Xxxx X. Xxxxxx, the general counsel of the Subsidiaries of the Ultimate Parent, and (iii) the legal opinion of Fulbright & Xxxxxxxx LLP, counsel to SuperMedia and its Subsidiaries.

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 Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, substantially in the form of Exhibit E-1; and (ii) the legal opinion of Xxxxxxx X. Xxxxxxx, Vice Presidentgeneral counsel of the Guarantor and its Subsidiaries, Associate General Counsel, Chief Governance Officer and Corporate Secretary to substantially in the Borrower; and (ii) the executed legal opinion form of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the BorrowerExhibit E-2.

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. XxxxxxxDebevoise & Xxxxxxxx LLP, Vice Presidentspecial New York counsel to each of Holding, Associate General Counselthe Borrower and the other Loan Parties, Chief Governance Officer in form and Corporate Secretary substance reasonably satisfactory to the BorrowerAdministrative Agent; and (ii) the executed legal opinion of XxxxxxXxxxxxxx, Xxxxxx & Xxxxx LLPFinger P.A., special Delaware counsel to each of Holding, the BorrowerBorrower and certain other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.

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. XxxxxxxXxxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerParent Borrower and its Subsidiaries, substantially in the form of Exhibit E-1; and (ii) the executed legal opinion of XxxxxxXxxxxx X. Xxxxx, Xxxxxx & Xxxxx LLPgeneral counsel of the Parent Borrower, counsel to substantially in the Borrowerform of Exhibit E-2.

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. XxxxxxxHunton & Xxxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the Borrower, substantially in the form of Exhibit D-l; and (ii) the executed legal opinion of XxxxxxXxxxxxx Xxxxxxx & Xxxxxxxx, Xxxxxx & Xxxxx LLP, special counsel to the BorrowerAdministrative Agent, substantially in the form of Exhibit D-2.

Legal Opinions. (i) The Administrative Agent shall have received the following executed legal opinions: i. the legal opinion of Xxxxxx Price P.C., in each case counsel to the Borrower and its Subsidiaries, in form and substance reasonably acceptable to the Administrative Agent, with a copy for each Lender:; (i) ii. the executed legal opinion of Xxxxxxx X. Xxxxxxxthe general counsel or associate general counsel of the Borrower and its Subsidiaries, Vice President, Associate General Counsel, Chief Governance Officer in form and Corporate Secretary substance reasonably acceptable to the BorrowerAdministrative Agent; and (ii) iii. the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, such other special and local counsel to as may be reasonably required by the BorrowerAdministrative Agent.

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: opinions of (ia) 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 Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibit F, and (b) local counsel to the Borrower in the jurisdictions listed on Schedule 6.3 in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, the other Loan Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: : (i) the executed legal opinion of Xxxxxxx X. XxxxxxxFulbright & Xxxxxxxx L.L.P., Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to counsel for the Borrower; and , (ii) the executed legal opinion of Xxxxxx, Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel to the BorrowerUltimate Parent and its Subsidiaries, and (iii) the legal opinion of Xxxx X. Xxxxxx, the general counsel of the Subsidiaries of the Ultimate Parent. The Borrower hereby requests each such counsel to deliver such opinions.

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. XxxxxxxWachtell, Vice PresidentLipton, Associate General CounselXxxxx & Xxxx, Chief Governance Officer and Corporate Secretary special New York counsel to the BorrowerLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and (ii) the executed legal opinion of Xxxxxx, Xxxxxxxx Xxxxxx & Xxxxx LLPFinger, special Delaware counsel to the BorrowerLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent.

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. XxxxxxxCommercial Law Group, Vice PresidentP.C., Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerCompany and its Subsidiaries, substantially in the form of Exhibit F; and (ii) the executed legal opinion of Xxxxxx, Xxxxxxxx & Xxxxxx & Xxxxx LLP, and such other special and local counsel as may be required by the Administrative Agent. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. XxxxxxxDebevoise & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and the other Loan Parties; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Holland & Xxxxx Knight LLP, special Florida counsel to certain of the BorrowerLoan Parties.

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. Xxxxxx, Xxxx & Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary special counsel to the Borrower, substantially in the form of Exhibit C-1; and (ii) the executed legal opinion of XxxxxxXxxxxxxx and Wedge, Xxxxxx & Xxxxx LLP, Nevada counsel to the Borrower, substantially in the form of Exhibit C-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. XxxxxxxXxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerAdministrative Agent, covering such matters reasonably requested by the Administrative Agent; and (ii) the executed legal opinion of XxxxxxXxxxx Xxxxxxxxx, Xxxxxx & Xxxxx LLPVice President, counsel to the BorrowerAssistant General Counsel and Secretary of IBM.

Legal Opinions. The Administrative Agent shall have received -------------- received, with a counterpart for each Lender, 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 the General Counsel, Chief Governance Officer and Corporate Secretary to Counsel or the acting General Counsel of the Borrower, substantially in the form of Exhibit J; andand --------- (ii) the executed legal opinion of XxxxxxXxxx, Xxxxxx Raywid & Xxxxx LLPXxxxxxxxx, counsel to L.L.P., substantially in the Borrower.form of Exhibit K. ---------

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Milbank, in each case Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Loan Parties, 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 King & Xxxxx Spalding LLP, federal energy regulatory counsel to the BorrowerLoan Parties, in form and substance reasonably acceptable to the Administrative Agent.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinionsopinion of (i) in house counsel to the Company and (ii) Xxxxx Xxxxx LLP, in counsel to the Company, 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. 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. XxxxxxxXxxxxxxx & Xxxxx LLP, Vice Presidentcounsel to Holdings, Associate General Counselthe Borrower and its Subsidiaries, Chief Governance Officer and Corporate Secretary to substantially in the Borrowerform of Exhibit D; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, special counsel to Holdings, the BorrowerBorrower and its Subsidiaries in each of Minnesota and West Virginia.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. XxxxxxxXxxxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and the other Loan Parties; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Xxxxxxx & Xxxxx Knight LLP, special Florida counsel to certain of the BorrowerLoan Parties.

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. XxxxxxxXxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerAdministrative Agent, substantially in the form of Exhibit D-1; and (ii) the executed legal opinion of XxxxxxXxxxxx Xxxxxxx, Xxxxxx & Xxxxx LLPEsq., counsel to Vice President and Assistant General Counsel of IBM, substantially in the Borrowerform of Exhibit D-2.

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 Agentreceived, with a copy counterpart for each Lender: Bank, (i) the executed legal opinion of Xxxxxxx X. Xxxxxxxthe general counsel of the Company, Vice Presidentsubstantially in the form of Exhibit B-1, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Simpson Thacher & Xxxxx Bartlett LLP, counsel to the BorrowerAdministrative Agent, xxxxxxxxxxxxx xn txx xxxx of Exhibit B-2.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. XxxxxxxDebevoise & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and the other Loan Parties; and (ii) the executed legal opinion opinions of Xxxxxxthe firms identified on Schedule 6.1, Xxxxxx & Xxxxx LLP, counsel to each in the Borrower.jurisdiction listed across from its name

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case opinions in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (ia) the executed legal opinion of Xxxxxxx X. XxxxxxxWhite & Case LLP, Vice Presidentspecial New York counsel to each of Holdings, Associate General Counsel, Chief Governance Officer the Parent Borrower and Corporate Secretary to the Borrowerother Loan Parties; and (iib) the executed legal opinion of XxxxxxFxxxxxxx Xxxxxxx, Xxxxxx & Xxxxx LLPLawyers PLLC, special Oklahoma counsel to the Borrowercertain Loan Parties.

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 Bxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower, substantially in the form of Exhibit D-1; and (ii) the executed legal opinion of XxxxxxMxxxxx, Xxxxxx Txxxxx & Xxxxx Oxxxx LLP, counsel to the Borrower, substantially in the form of Exhibit D-2.

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) the following executed legal opinions: (i) the executed legal opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer Counsel of Case and Corporate Secretary counsel to the U.S. Borrower, substantially in the form of Exhibit H; and (ii) the executed legal opinion of XxxxxxXxxxx, Xxxxxx Xxxxx & Xxxxx LLPXxxxx, special counsel to the Borrower.U.S. Borrower and its Subsidiaries, substantially in the form of Exhibit I.

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. XxxxxxxLxxxxx & Wxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and its Subsidiaries, substantially in the form of Exhibit F; (ii) to the extent consented to by the relevant counsel, each legal opinion, if any, delivered in connection with the Acquisition Agreement, accompanied by a reliance letter in favor of the Lenders; and (iiiii) such legal opinions of local counsel as may be reasonably requested by the executed legal opinion of XxxxxxAdministrative Agent, Xxxxxx & Xxxxx LLP, counsel to in each case covering such matters as the BorrowerAdministrative Agent shall reasonably request.

Legal Opinions. The Administrative Agent shall have received a signed legal opinion of (a) Xxxxxx & Xxxxxxx LLP, counsel to the following executed legal opinionsCredit Parties (including the New Obligated Parties), and (b) local counsel in any jurisdictions reasonably requested by the Administrative Agent, in each case case, in form and substance reasonably acceptable satisfactory 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. 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) legal opinions of Xxxxxx & Xxxxxxx LLP, substantially in the executed legal opinion form of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the BorrowerExhibit G ; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, such other special and local counsel as may be required by the Administrative Agent. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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 Xxxxx & Xxxxxxx X. XxxxxxxLLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and its Subsidiaries, substantially in the form of Exhibit E; and (ii) to the executed extent consented to by the relevant counsel, each legal opinion, if any, delivered in connection with the Equity Financing, accompanied by a reliance letter in favor of the Lenders. Each such legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory 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 Debevoise & Xxxxx Pxxxxxxx LLP, counsel to the BorrowerBorrower and the other Loan Parties; (ii) executed legal opinions of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to certain of the Loan Parties; and (iii) executed legal opinion of Holland & Hxxx LLP, special Nevada counsel to certain of the Loan Parties.

Legal Opinions. The Administrative Agent shall have received received, with a counterpart for each Lender, 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 Fried, Frank, Harris, Xxxxxxx X. Xxxxxxx& Xxxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer special counsel to Holdings and Corporate Secretary to the Borrower, substantially in the form of Exhibit B hereto; andand --------- (ii) the executed legal opinions of such special and local counsel as may be required by the Administrative Agent. Each such legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received received, with a counterpart for each Lender, 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. XxxxxxxDavix, Vice PresidentXxxxxx & Xtubxx, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerParent, substantially in the form of Exhibit K; and (ii) the executed legal opinion of Xxxxxxthe General Counsel or the acting General Counsel of the Parent, Xxxxxx & Xxxxx LLPsubstantially in the form of Exhibit L; and (iii) the executed legal opinion of Dow, counsel to Lohnxx xxx Albexxxxx, substantially in the Borrower.form of Exhibit M. (e)

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case opinions in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (ia) the executed legal opinion of Xxxxxxx X. XxxxxxxWhite & Case LLP, Vice Presidentspecial New York counsel to each of Holdings, Associate General Counsel, Chief Governance Officer the Parent Borrower and Corporate Secretary to the Borrowerother Loan Parties; and (iib) the executed legal opinion of XxxxxxXxxxxxxx Xxxxxxx, Xxxxxx & Xxxxx LLPLawyers PLLC, special Oklahoma counsel to the Borrowercertain Loan Parties.

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. XxxxxxxXxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerAdministrative Agent, covering such matters reasonably requested by the Administrative Agent; and (ii) the executed legal opinion of XxxxxxXxxxx Xxxxxxxxx, Xxxxxx & Xxxxx LLPVice President, counsel Assistant General Counsel and Secretary of IBM, with respect to the Borrowereach of IBM and IBMCLLC.

Legal Opinions. The Administrative Agent shall have received received, -------------- with a counterpart for each Lender, 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. XxxxxxxXxxx & Xxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerParent, the Borrower and Ingleby, substantially in the form of Exhibit C-1; and (ii) the executed legal opinion of XxxxxxXxxxx & Overy, Xxxxxx & Xxxxx LLP, special English counsel to the BorrowerAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. Each legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require.

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. XxxxxxxKxxx Xxxxx, Vice PresidentPC, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerLoan Parties, with respect to such matters as may be reasonably requested by the Administrative Agent, and in form and substance satisfactory to the Administrative Agent; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, special Wyoming counsel to the BorrowerLoan Parties, with respect to such matters as may be reasonably requested by the Administrative Agent, and in form and substance satisfactory to the Administrative Agent.

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. XxxxxxxHunton & Wxxxxxxx, Vice Presidentcounsel to Borrower, Associate General Counsel, Chief Governance Officer and Corporate Secretary to substantially in the Borrower; andform of Exhibit C-1; (ii) the executed legal opinion of Hunton & Wxxxxxxx, substantially in the form of Exhibit C-2; (iii) the legal opinion of Sxxxxxx X. Xxxxxx, Xxxxxx & Xxxxx LLP, general counsel to of the Borrower, substantially in the form of Exhibit C-3.

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. XxxxxxxKxxxxxxx & Exxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerLoan Parties, substantially in the form of Exhibit E; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, such other special and local counsel as may be required by the Administrative Agent. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. XxxxxxxDechert LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and its Subsidiaries, substantially in the form of Exhibit F; and (ii) the executed legal opinion of XxxxxxLisman, Xxxxxx Webster & Xxxxx LLPLeckerling, counsel P.C., which opinion shall be in form and substance satisfactory to the BorrowerAdministrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. XxxxxxxDebevoise & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrowers and the other Loan Parties; and (ii) the executed legal opinion of XxxxxxXxxxxxxx, Xxxxxx & Xxxxx LLPFinger, P.A., special Delaware counsel to certain of the BorrowerLoan Parties.

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. XxxxxxxGibsxx, Vice PresidentXxnn & Xrutxxxx XXX, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and its Subsidiaries, substantially in the form of Exhibit E-1; and (ii) the executed legal opinion of Xxxxxxgeneral counsel of the Borrower and its Subsidiaries, Xxxxxx & Xxxxx LLP, counsel substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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 Sxxxxxx Xxxxxxx X. Xxxxxxx& Bxxxxxxx LLP, Vice Presidentcounsel the Administrative Agent, Associate General Counsel, Chief Governance Officer and Corporate Secretary to covering such matters reasonably requested by the BorrowerAdministrative Agent; and (ii) the executed legal opinion of XxxxxxCxxxxxxxx Xxxxxxxxxx, Xxxxxx & Xxxxx LLPVice President, counsel Assistant General Counsel and Secretary of IBM, with respect to the Borrowereach of IBM and IBMCLLC.

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. XxxxxxxKing & Spalding LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the Borrower; andGroup Members, substantially in the form of Exhibit F; (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, local counsel to Xxxxx Germany, in form and substance reasonably satisfactory to the BorrowerAdministrative Agent; and (iii) to the extent consented to by the relevant counsel, each legal opinion, if any, delivered in connection with the Transcore Acquisition Agreement, accompanied by a reliance letter in favor of the Lenders.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Wachtell, in each case Lipton, Xxxxx & Xxxx, counsel to the Borrower and its Subsidiaries, 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 XxxxxxP. Mats Xxxxxxx, Xxxxxx & Xxxxx LLPgeneral counsel of the Guarantor and its Subsidiaries, counsel in form and substance reasonably acceptable to the BorrowerAdministrative Agent.

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: opinions of (ia) 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 Xxxxxx LLP, counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (b) local counsel to the Borrower in the jurisdictions listed on Schedule 6.3 in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.

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) A. 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 Xxxxxxx LLP, counsel to the BorrowerBorrower and its Subsidiaries, substantially in the form of Exhibit F; and B. such legal opinions of local counsel as may be reasonably requested by the Administrative Agent, in each case covering such matters as the Administrative Agent shall reasonably request.

Legal Opinions. The Administrative Agent shall have received written opinion (addressed to the following executed legal opinionsAdministrative Agent and the Lenders) of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower and certain Loan Parties, with respect to certain matters prior to the Amendment No. 1 Effective Date, (ii) Xxxxxxxxxx Xxxxxxx LLP, counsel for Intermediate Holdings and certain Loan Parties and (iii) the local counsels acceptable to the Administrative Agent, in each case in form and substance reasonably acceptable satisfactory 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. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory 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 Debevoise & Xxxxx Pxxxxxxx LLP, counsel to the BorrowerBorrowers and the other Loan Parties; (ii) executed legal opinions of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to certain of the Loan Parties; and (iii) executed legal opinion of Holland & Hxxx LLP, special Nevada counsel to certain of the Loan Parties.

Legal Opinions. The Administrative Agent shall have received received, with a counterpart for each Lender, 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 special counsel to the Borrower, the Parent and the other Loan Parties, substantially in the form of Exhibit H-1; and (ii) the executed legal opinion of Xxxxxxgeneral counsel of each of the Borrower and the Parent, Xxxxxx & Xxxxx LLPsubstantially in the forms of Exhibit H-2 and Exhibit H-3, counsel to the Borrowerrespectively.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. XxxxxxxDebevoise & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrowers and the other Loan Parties; and (ii) the executed legal opinion opinionsopinion of XxxxxxXxxxxxxx, Xxxxxx & Xxxxx LLPFinger, P.A., special Delaware counsel to certain of the BorrowerLoan Parties; and.

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. XxxxxxxXxxxxxx & Xxxxxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerAdministrative Agent, substantially in the form of Exhibit D-1; and (ii) the executed legal opinion of XxxxxxXxxxxxxxx X. Xxxxxxxxxx, Xxxxxx & Xxxxx LLPVice President, counsel to Assistant General Counsel and Secretary of IBM, substantially in the Borrowerform of Exhibit D-2.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Zxxxxxxx Xxxx Brandeis & Cxxxxxxx, LLP, counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and (ii) the legal opinion of local counsel to the applicable Loan Parties in each of California and Virginia, in each case in form and substance reasonably acceptable satisfactory 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. The Administrative Agent shall have received a written opinion of (a) Xxxxxxx X. Xxxxxxx, General Counsel to the following executed legal opinionsBorrower and (b) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Borrower and Guarantors, in each case in form and substance reasonably acceptable satisfactory 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 Agent and Corporate Secretary addressed to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the BorrowerLenders.

Legal Opinions. The Administrative Agent shall have received received, with a counterpart for each Lender, 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. XxxxxxxDebevoise & Xxxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerBorrower and the other Loan Parties, substantially in the form of Exhibit E-1; and (ii) the executed legal opinion of Xxxxxxx Xxxxxx, Xxxxxx & Xxxxx LLPgeneral counsel of the Borrower, counsel substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. Xxxxxx, Xxxx & Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary special counsel to the Borrower; andBorrower and its Subsidiaries, substantially in the form of Exhibit (ii) the executed legal opinion of XxxxxxXxxxxxxx and Wedge, Xxxxxx & Xxxxx LLP, Nevada counsel to the BorrowerBorrower and its Subsidiaries, substantially in the form of Exhibit E-2; Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. XxxxxxxCommercial Law Group, Vice PresidentP.C., Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerCompany and its Subsidiaries, substantially in the form of Exhibit F; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Xxxxxxxx & Xxxxx LLP, Knight and such other special and local counsel as may be required by the Administrative Agent. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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

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:; (ia) the executed legal opinion of Xxxxxxx X. XxxxxxxXxxxxxx & Xxxxxxxx LLP, Vice Presidentcounsel to Holdings, Associate General Counselthe Borrower and its Subsidiaries, Chief Governance Officer and Corporate Secretary to substantially in the Borrowerform of Exhibit H-1; and (iib) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx Sidley Austin LLP, special Illinois counsel to Holdings and the Borrower., substantially in the form of Exhibit H-2;

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) an opinion of counsel to Holdings, the Borrower and its Restricted Subsidiaries, substantially in the form of Exhibit F and (ii) of such other local counsel as may reasonably be required by the Administrative Agent and an opinion of counsel to WIL in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, with a copy for Agent (and the Borrower hereby instructs each Lender: (i) the executed legal such counsel to deliver such opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower; and (ii) Lenders and the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the BorrowerAdministrative Agent).

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. XxxxxxxSidley Austin Brown & Wood LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the Borrower, substantxxxxx xx xxx foxx xf Exhibit F-1; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, in-house counsel to the Borrower, substantially in the form of Exhibit F-2. Each such legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of K&L Gates, in each case counsel to the Borrower and its Subsidiaries, 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 XxxxxxAngélique X.X. XxXxxxx, Xxxxxx & Xxxxx LLPgeneral counsel of the Guarantor, counsel in form and substance reasonably acceptable to the BorrowerAdministrative Agent.

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. XxxxxxxCommercial Law Group, Vice PresidentP.C., Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerCompany and its Subsidiaries, substantially in the form of Exhibit F; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Txxxxxxx & Xxxxx LLP, Kxxxxx and such other special and local counsel as may be required by the Administrative Agent. Each such legal opinion shall cover such other matters incident to the Borrowertransactions contemplated by this Agreement as the Administrative Agent may reasonably require.

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. XxxxxxxPxxx, Vice PresidentWxxxx, Associate General CounselRxxxxxx, Chief Governance Officer and Corporate Secretary to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx Wxxxxxx & Xxxxx Gxxxxxxx LLP, counsel to the Borrower, covering such matters reasonably requested by the Administrative Agent.

Legal Opinions. The Administrative Agent shall have received a signed legal opinion of (a) Xxxxxx & Xxxxxxx LLP, counsel to the following executed legal opinionsCredit Parties (including the New Obligated Parties) and (b) local counsel in any jurisdictions reasonably requested by the Administrative Agent, in each case case, in form and substance reasonably acceptable satisfactory 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. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable satisfactory 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 Debevoise & Xxxxx Xxxxxxxx LLP, counsel to the BorrowerAffiliate Guarantors and the Loan Parties; (ii) executed legal opinions of Xxxxxx and Calder, special Cayman Islands counsel to Holdings and the Parent Guarantor; and (iii) executed legal opinion of Loyens & Loeff, special Luxembourg counsel to the Affiliate Guarantors.

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. XxxxxxxXxxxx Xxxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the BorrowerCompany and its Subsidiaries; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLPXxxxxxx Global, counsel to the BorrowerCompany. Each such legal opinion shall cover such matters incident to the Security Documents and the Secured Letters of Credit as the Administrative Agent may reasonably require.

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. XxxxxxxSidley Axxxxx Xxxxx & Wxxx LLP, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary counsel to the Borrower, substantially in the form of Exhibit E-1; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, in-house counsel to the Borrower, substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, in each case counsel to the Borrower and its Subsidiaries, 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 The legal opinion of XxxxxxAngélique X.X. XxXxxxx, Xxxxxx & Xxxxx LLPgeneral counsel of the Guarantor, counsel in form and substance reasonably acceptable to the BorrowerAdministrative Agent.