Common use of Opinion and 10b Clause in Contracts

Opinion and 10b. 5 Statement of Counsel for the Company. (i) Wachtell, Lipton, Xxxxx & Xxxx, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A-1 hereto. (ii) Internal Counsel to the Company reasonably acceptable to the Representatives shall have furnished to the Representatives her written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A-2 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. (i) Wachtell, Lipton, Xxxxx Xxxx & XxxxXxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A-1 hereto. Representative and (ii) Internal Xxxxxxx X. Xxxxxxxx XX, Senior Vice President and General Counsel to of the Company reasonably acceptable to the Representatives Company, shall have furnished to the Representatives her Representative, at the request of the Company, a written opinion and 10b-5 statementopinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Exhibit A-2 Annex C hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. (i) Wachtell, Lipton, Xxxx Xxxxx & XxxxLLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A-1 hereto. (ii) Internal Counsel to Xxxxx X. Xxxx, Chief Legal Officer of the Company reasonably acceptable to the Representatives Company, shall have furnished to the Representatives her his written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A-2 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. (i) WachtellXxxxxxxx, LiptonXxxxxx, Xxxxx & Xxxx, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A-1 hereto. (ii) Internal Counsel to the Company reasonably acceptable to the Representatives shall have furnished to the Representatives her written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A-2 hereto.