Opinion of Counsel for Sample Clauses

Opinion of Counsel for. At the Closing Date, the Underwriters shall have received an opinion of [●], counsel to the Indenture Trustee, dated as of Closing Date and in form and substance satisfactory in form and substance to the Underwriters and counsel to the Underwriters.
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Opinion of Counsel for the Company and for the Sellers. Buyer shall have received opinions, dated the Closing Date of Snow Xxxxxx Xxxxxx PC, counsel to the Company and the Sellers in form and substance satisfactory to Buyer to the effect that: (i) the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the corporate power to enter into and perform the terms and provisions of this Agreement; (ii) the execution, delivery and performance of this Agreement have been duly authorized by the Company and the Sellers; (iii) all corporate acts and other proceedings required to be taken to authorize the delivery of the Shares and Warrants of the Company by the Sellers to this Agreement have been duly and properly taken; (iv) the Shares and Warrants to be sold to Buyer pursuant to this Agreement, upon delivery to the Company of certificates therefore in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable; (v) the Sellers have the power to sell and transfer the Shares and Warrants to be sold by it under this Agreement; (vi) no provision of the Certificate of Incorporation, By-Laws or Partnership Agreement of the Company or the Sellers, or of any mortgage, indenture, agreement, contract or other instrument known to such counsel to which the Company and the Sellers are a party, will be violated or breached by the performance by the Company and the Sellers of this Agreement and the transactions contemplated hereby; and (vii) no consent or approval by any governmental authority is required in connection with the consummation by the Company and the Sellers of the transactions contemplated hereby, except for such as have already been obtained. In rendering such opinions, such counsel may rely to the extent specified therein upon certificates as to matters of fact of officers of the Company and the Sellers, provided that such counsel shall state that they believe that both Buyer and they are justified in relying upon such certificates.
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Opinion of Counsel for. [ ]. [ ] shall have received the favorable opinion of Xxxxxxx Procter LLP required to be delivered pursuant to Section 7(q) on or before the date on which the delivery of such opinion is required pursuant to Section 7(q).
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Opinion of Counsel for the Company and the Guarantors. The opinion of Snelx & Xmitx, xxbstantially in the form of Exhibit E.
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Opinion of Counsel for the Company and the Guarantors. The opinion of Xxxxxxx & Xxxxxxx, counsel to the Company and the Guarantors.
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Opinion of Counsel for. The Chase Manhattan Bank and Chase --------------------------------------------------------- Manhattan Bank Delaware. At the Closing Time, the Representatives shall ----------------------- have received the favorable opinion, dated as of the Closing Time, of Pryor, Cashman, Xxxxxxx & Xxxxx, counsel for the Property Trustee, the Delaware Trustee, the Debenture Trustee and the Guarantee Trustee, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters.
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Opinion of Counsel for. Shareholders Buyer shall have received the opinion of Spain & Gillxx, X.L.C. dated as of the Closing Date, in form and substance satisfactory to Buyer and Buyer's counsel, subject to reasonable qualifications and exceptions, as set forth on Exhibit 8.1(f).
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Opinion of Counsel for the Shareholders and the Company. The Shareholders shall deliver the favorable opinion of Xxxx X. Xxxxxxx, counsel to the Shareholders, the Company and Commercial Air, dated the Effective Time, substantially in the form and to the effect set forth in Exhibits Exhibit 5.3.5 attached hereto.
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Related to Opinion of Counsel for

  • 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 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 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 Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • 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.

  • 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 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 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 to Trustee The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

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