Opinion of Arkansas Counsel Sample Clauses

Opinion of Arkansas Counsel. (A) The Company is duly qualified as a foreign corporation and is in good standing under the laws of the State of Arkansas and has corporate power, right and authority to do business and to own property in the State of Arkansas in the manner and as set forth in the Prospectus; (B) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Arkansas as presently conducted and as described in the Prospectus; (C) No approval, authorization, consent, certificate or order of the Arkansas Public Service Commission or any other governmental or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale and delivery of the Senior Notes by the Company as contemplated in this Agreement; and (D) such counsel is not handling any material litigation relating to the Company except as set forth in a schedule attached to such opinion.
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Opinion of Arkansas Counsel. (A) the Company is duly qualified as a foreign corporation and is in good standing under the laws of the State of Arkansas and has corporate power, right and authority to do business and to own property in the State of Arkansas in the manner and as set forth in the Prospectus; (B) the First Mortgage Indenture is in proper form, conforming to the laws of the State of Arkansas, to give and create the lien which it purports to create and has been and at the Closing Time is duly and properly recorded or filed in all places in Arkansas necessary to effectuate the lien of the First Mortgage Indenture; (C) the First Mortgage Indenture constitutes a first mortgage lien, subject only to permissible encumbrances, as defined in the First Mortgage Indenture, on all of the property, real, personal, and mixed (except as hereinafter noted), in Arkansas now owned by the Company. The First Mortgage Indenture also constitutes a first mortgage lien, subject to permissible encumbrances as defined in the First Mortgage Indenture, on all property, real, personal, and mixed (except as hereinafter noted) hereafter acquired by the Company in Arkansas in conformity with the terms of the First Mortgage Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of the First Mortgage Indenture on property acquired or proceeds realized by the Company within the 90-day period immediately preceding, or property acquired or proceeds realized by the Company after, the commencement of a case under such Code, except as to the prior lien of the First Mortgage Trustee under the First Mortgage Indenture in certain events specified therein and except as otherwise provided in the First Mortgage Indenture in case of consolidation or
Sample 1
Opinion of Arkansas Counsel. (A) the Company is duly qualified as a foreign corporation and is in good standing under the laws of the State of Arkansas and has corporate power, right and authority to do business and to own property in the State of Arkansas in the manner and as set forth in the Prospectus; (B) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Arkansas as presently conducted and as described in the Prospectus; (C) all statements contained in the Registration Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters; (D) the Arkansas Commission, to the extent necessary, has duly issued its order authorizing the issuance and sale by the Company of the Senior Notes on terms consistent with this Agreement and such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters are in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of the Arkansas Commission or any other governmental or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale and delivery of the Senior Notes by the Company to the Trustee as contemplated in this Agreement; and (E) such counsel is not handling any litigation relating to the Company except as set forth in a schedule attached to such opinion.
Sample 1

Related to Opinion of Arkansas Counsel

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • 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).

  • Opinion of Counsel to the Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

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