Opinion of Company’s and Guarantor’s Counsel Sample Clauses

Opinion of Company’s and Guarantor’s Counsel. Favorable opinions of Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, special counsel to the Company and the Guarantor, Xxxxx and Xxxxxxx LLP, special Alabama counsel to the Company and the Guarantor, Bass, Xxxxx & Xxxx, special Tennessee counsel to the Company and the Guarantor, and a senior in-house attorney working under the General Counsel of the Company and the Guarantor (together with a certificate from the Company’s and Guarantor’s general counsel in form and substance satisfactory to Lessor to the effect that such senior attorney is authorized and permitted to deliver such opinion under the respective bylaws, articles or certificate of incorporation, and internal policies and procedures of the Company and the Guarantor), in the aggregate covering the matters addressed in Exhibit D, and as to such other matters as any Funding Party, through the Lessor, may reasonably request.
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Opinion of Company’s and Guarantor’s Counsel. Such Purchaser shall have received from (i) Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, special counsel for the Company and the Guarantors, a favorable opinion satisfactory to such Purchaser and substantially in the form of Exhibit D-1 attached hereto, (ii) Xxxxx Xxxxxxxx & Xxxx, P.A., special South Carolina counsel to the Company and the Guarantors, a favorable opinion satisfactory to such Purchaser and substantially in the form of Exhibit D-2 attached hereto, and (iii) Seller’s counsel, a favorable opinion delivered in connection with the Kraft Acquisition which opinion is either (A) addressed to such Purchaser or (B) accompanied by a reliance letter from such counsel addressed to such Purchaser that expressly states that such Purchaser may rely on such opinion, and each of the Parent and the Company, by its execution hereof, hereby requests and authorizes the counsel referenced in clauses (i) and (ii) to render such opinions and to allow such Purchaser to rely on such opinions, and understands and agrees that each Purchaser receiving such opinions will be relying, and is hereby authorized to rely, on such opinions.
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Opinion of Company’s and Guarantor’s Counsel. Favorable opinions of Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, special counsel to the Company and the Guarantor, Xxxxx and Xxxxxxx LLP, special Alabama counsel to the Company and the Guarantor, Bass, Xxxxx & Xxxx, special Tennessee counsel to the Company and the Guarantor, and the General Counsel of the Company and the Guarantor (together with a certificate from the Company’s and Guarantor’s general counsel in form and substance satisfactory to Lessor to the effect that such senior attorney is authorized and permitted to deliver such opinion under the respective bylaws, articles or certificate of incorporation, and internal policies and procedures of the Company and the Guarantor, as to such other matters as any Funding Party, through the Lessor, may reasonably request.
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Opinion of Company’s and Guarantor’s Counsel. Such Purchaser shall have received from Xxxxxx LLP, special counsel for the Company and the Guarantors (or such other counsel designated by the Company and acceptable to such Purchaser), a favorable opinion satisfactory to such Purchaser, dated such Closing Day, and substantially in the form of Exhibit F-1 attached hereto (in the case of the Series B Notes) or Exhibit F-2 attached hereto (in the case of any Shelf Notes) and as to such other matters as such Purchaser may reasonably request. The Company, by its execution hereof, hereby requests and authorizes such special counsel to render such opinions and to allow such Purchaser to rely on such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such request and authorization, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
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Opinion of Company’s and Guarantor’s Counsel. A favorable opinion or opinions of Steel Xxxxxx & Xxxxx, LLP special counsel to the Company and the Guarantors, in substantially the form of EXHIBIT F, and as to such other matters as any Lender, through the Agent, may reasonably request.
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Opinion of Company’s and Guarantor’s Counsel. Favorable opinions of Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, special counsel to the Company and the Guarantor, Xxxxx and Xxxxxxx LLP, special Alabama counsel to the Company and the Guarantor, and Xxxxxxx Xxxx, Esq., General Counsel of the Company and the Guarantor, in the aggregate covering the matters addressed in Exhibit D, and as to such other matters as any Funding Party, through the Lessor, may reasonably request.
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Related to Opinion of Company’s and Guarantor’s Counsel

  • Opinion of Parent's Counsel The Company shall have received the opinion of Pxxxxx Bxxxx, counsel to Parent, or another counsel reasonably satisfactory to the Company, substantially in the form attached hereto as Exhibit E;

  • 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 Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Opinion of Counsel to Credit Parties Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for Credit Parties, in form and substance satisfactory to the Administrative Agent, dated as of the Closing Date (and each Credit Party hereby instructs such counsel to deliver such opinion to Agents and Lenders).

  • 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.

  • 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 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 Financial Advisors SECTION 3.20

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • 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.

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