Opinion of Company’s General Counsel Sample Clauses

Opinion of Company’s General Counsel. At the Closing Date or the Date of Delivery, as the case may be, the Representative shall have received the favorable opinion, dated as of the Closing Date or the Date of Delivery, as the case may be, of Xxxxxx X. Xxxxxxx, Senior Vice President and General Counsel of the Company, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such opinion for each of the other Underwriters.
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Opinion of Company’s General Counsel. The Representatives shall have received an opinion, dated such Closing Date, of the Company’s general counsel or any assistant general counsel, to the effect that:
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Opinion of Company’s General Counsel. At the Closing Time, the Representative shall have received the favorable opinion, dated the Closing Time, of the Company’s General Counsel, 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 B hereto and to such further effect as counsel to the Underwriters may reasonably request.
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Opinion of Company’s General Counsel. The favorable opinion of the Company’s General Counsel, in form and substance satisfactory to 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(c) hereof.
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Opinion of Company’s General Counsel. The Administrative Agent shall have received from the General Counsel of the Company an opinion in the form attached as Schedule 3.
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Opinion of Company’s General Counsel. The Seller shall have received from Jxxxx X. Xxxxx, Vice President, General Counsel and Secretary for the Company, a favorable opinion satisfactory to the Seller and substantially in the form of Exhibit B attached hereto.
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Opinion of Company’s General Counsel. The Purchaser shall have received from the Company's General Counsel, an opinion dated the Closing Date, with respect to the matters set forth on EXHIBIT A.
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Opinion of Company’s General Counsel. Xxxxxxxx Xxxxxx, Chief Legal Officer, Senior Vice President, Secretary and General Counsel of the Company, shall have furnished to the Representatives, his written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.
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Opinion of Company’s General Counsel. 1. All of the issued shares of capital stock or other equity interests of each of the Company and its subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and (in the case of capital stock or other equity interests of the Company’s subsidiaries) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for (i) such liens, encumbrances, equities or claims as described in the Time of Sale Information and the Final Offering Memorandum and (ii) such liens, encumbrances, equities or claims as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement).
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Related to Opinion of Company’s General Counsel

  • Opinion of General Counsel The General Counsel for the Company, Xxxxxxx X. Xxxxxx, Xx., shall have shall have furnished to the Representatives a written opinion, dated the Closing Date or Additional Closing Date, as the case may be, addressed to the Underwriters, in the form in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto

  • 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, 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 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 General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.

  • 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 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.

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • 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 General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

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