Opinion of City Attorney Sample Clauses

Opinion of City Attorney. An opinion of the City Attorney, as counsel to the District, dated the Closing Date and addressed to the Underwriter, the Trustee and the Authority, substantially in the form of Appendix C hereto;
Sample 1Sample 2
AutoNDA by SimpleDocs
Opinion of City Attorney. The City shall deliver to the Company at ------------------------ the Closing an opinion of the City Attorney for the City, dated the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that: (a) The City is a duly constituted, validly existing municipal corporation, in good standing, and authorized to do business under the laws of the State of California. The City has all necessary power and authority to execute and deliver this Agreement and all other agreements provided for herein and to perform its obligations hereunder and thereunder. (b) All consents, approvals and authorizations of all governmental bodies, authorities, agencies and citizens which are required for the execution and delivery by the City of this Agreement and all other agreements provided for herein and for the City's performance of its obligations pursuant to this Agreement and all other agreements provided for herein have been received, free from any conditions and restrictions. All statutory prerequisites to the sale of the Water System to the Company on the terms described herein have been fully complied with. Without limiting the generality of the foregoing, all requirements of the Code and the Special Statute applicable to the sale of the Water System provided for herein have been complied with. (c) The execution and delivery of this Agreement and all agreements contemplated hereunder by the City and the consummation of the transactions contemplated hereby and thereby are within the corporate power of the City, have been duly authorized by all necessary action on behalf of the City, and this Agreement has been duly executed by the City, and constitutes the valid and binding obligation of the City enforceable in accordance with its terms. Those persons executing and delivering this Agreement on behalf of the City are duly authorized to so execute and deliver on behalf of the City. (d) The deeds, easements, bills of sale and all other instruments of conveyance delivered by the City to the Company at the Closing are legally valid and enforceable by the Company in accordance with their respective terms and conditions and are effective to convey to the Company all of the City's right, title and interest in the Water System, free and clear of all liens, claims and encumbrances. (e) The execution, delivery and performance of this Agreement and all other agreements provided for herein by the City do not and will not constitute a breach or violatio...
Sample 1
Opinion of City Attorney. 22 6.13 Indemnification.................................................... 23 6.14
Sample 1
Opinion of City Attorney. The Lender shall have received a written opinion of the City Attorney in the form attached hereto as Exhibit B, with such changes as shall be acceptable to the Lender.
Sample 1
Opinion of City Attorney in a form acceptable to Onsite, that, among other things, Customer has the authority to enter into this Agreement and that this Agreement is binding upon Customer;
Sample 1

Related to Opinion of City Attorney

  • 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, 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 Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • 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.

  • 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 Counsel for Underwriter The opinion of Xxxxxx Price P.C., counsel for the 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(c) hereof.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, 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 Counsel for the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!