Opinion of Canadian Counsel. At each Representation Date, the Partnership shall furnish or cause to be furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in Section 4(l)(iii), the relevant Manager party to the Terms Agreement) a written opinion of special internal Canadian counsel for the Partnership (“Canadian Counsel”), dated as of the Representation Date, in form and substance satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4(l)(iii), the relevant Manager party to the Terms Agreement), of the same tenor as the opinion referred to in Section 6(e) hereof, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion.
Opinion of Canadian Counsel. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of XxXxxxxx Xxxxxxxx LLP, Canadian legal counsel for the Company, in form and substance reasonably satisfactory to the Representative.
Opinion of Canadian Counsel for Underwriters and the Sub-underwriters. The favorable opinion of Blake, Cassels & Graydon LLP, Canadian counsel for the Underwriterx xxx xhe Xxx-xxxerwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.
Opinion of Canadian Counsel. In the event that proceeds of any Revolving Loan will be used to acquire Railcars that will be used in Canada, the Borrower shall deliver an opion of counsel from XxXxxxxx Xxxxxxxx (or other Canadian counsel approved by the Bank) in the form attached hereto as Exhibit E.
Opinion of Canadian Counsel for Underwriters and the Sub- underwriter. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Torys, Canadian counsel for the Underwriters and the Sub-underwriter, together with signed or reproduced copies of such letter for each of the other Underwriters and the Sub-underwriter, with respect to the matters set forth in clauses [(i), (ii), (v), (viii) (solely as to preemptive or other similar rights arising by operation of law or under the charter document or by-laws of the Company),(x), (xiv) (solely as to the information in the Prospectus under "Recapitalization and Description of Share Capital") and the penultimate paragraph] of Exhibit A and Exhibit B hereto. In giving such opinion such counsel may rely, as to all matters governed by laws other than the laws of the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinion of Canadian Counsel for the Underwriters and the -------------------------------------------------------- Sub-underwriter. The favorable opinion of Torys, Canadian counsel for --------------- the Underwriters and the Sub-underwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(f) hereof.
Opinion of Canadian Counsel. The Placement Agent shall receive the opinion of Blake, Cassels & Graydon LLP, Canadian counsel to the Company, dated thx Xxxxxng(x), xxth respect to matters of British Columbia and Ontario law and the federal laws of Canada applicable thereto, substantially to the effect that:
(A) the Company is validly existing and in good standing under the laws of British Columbia and has all requisite corporate power and authority necessary to own or hold its respective properties and conduct its business;
(B) each of this Agreement, the Subscription Agreement, the Finder's Agreement, the Escrow Agreement, the Special Warrant Indenture, the Warrant Indenture, the Special Warrants, the Warrants, and the Agent's Warrants has been duly and validly authorized, executed and delivered by the Company;
(C) neither the execution and delivery of this Agreement, the Subscription Agreement, the Finder's Agreement, the Special Warrant Indenture, the Warrant Indenture, the Escrow Agreement, nor compliance with the terms hereof or thereof, nor the consummation of the transactions herein or therein contemplated, nor the issuance of the Special Warrants, the Shares, the Warrants, or the Agent's Warrants has, nor will, conflict with, result in a breach of, or constitute a default under the Memorandum of Association or Articles of the Company, or any material contract, instrument or document actually known to such counsel and identified to such counsel by the Company as material to which the Company is a party, or by which it or any of its properties is bound or violate any applicable law, rule, regulation, judgment, order or decree actually known to such counsel of any governmental agency or court having jurisdiction over the Company or any of its properties or business; and
(D) to such counsel's actual knowledge, there are no claims, actions, suits, investigations or proceedings before or by any arbitrator, court, governmental authority or instrumentality pending or, to such counsel's actual knowledge, threatened against or affecting the Company or involving the properties of the Company that might materially and adversely affect the Company or its business, operations, properties or financial condition, or that might materially adversely affect the transactions or other acts contemplated by this Agreement.
(E) such counsel has reviewed the Memorandum and nothing has come to the attention of such counsel to cause them to have reason to believe that the Memorandum, as of the date prepa...
Opinion of Canadian Counsel. On the Closing Date, the Placement Agent shall have received the opinion of Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, dated the Closing Date, in the form reasonably satisfactory to the Placement Agent.
Opinion of Canadian Counsel. Parent and Merger Sub shall have received an opinion of Lang Xxxxxxxx LLP, Canadian counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent and Parent’s legal counsel.
Opinion of Canadian Counsel. Upon commencement of the offering of Units under this Agreement (and upon the recommencement of the offering of Units under this Agreement following the termination of a suspension of sales hereunder) and as otherwise as the Manager may reasonably request, the Company shall furnish or cause to be furnished forthwith to the Manager a written opinion of Xxxxxxx Xxxxx LLP, special Canadian counsel to the Partnership, or other outside counsel satisfactory to the Manager (“Outside Canadian Counsel”), dated and delivered the date of commencement or recommencement or promptly upon such request, as the case may be, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(e) hereof, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion. Further, at each Representation Date, the Partnership shall furnish or cause to be furnished forthwith to the Manager a written opinion of either the Outside Canadian Counsel or special internal Canadian counsel for the Partnership (the “Internal Canadian Counsel”; each of the Internal Canadian Counsel and the Outside Canadian Counsel, individually, the “Canadian Counsel”), dated as of the Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(e) hereof, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion.
