Opinion of Counsel for Company and the Guarantors. At the Closing Date, the Representative shall have received (1) the favorable opinion, dated as of such Closing Date, of Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Company and the Guarantors, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A(1) hereto and (2) the favorable opinion, dated as of such Closing Date, of Xxxxx X. Xxxxxxxx, Executive Vice President and General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A(2) hereto and to such further effect as counsel to the Underwriters may reasonably request.
Opinion of Counsel for Company and the Guarantors. At the Closing Time, the Underwriters shall have received the favorable opinion, dated the Closing Time, of Xxxxxx & Xxxxxxxxx LLP, counsel for the Company and the Guarantors, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request (including opinions of local counsel with respect to Vectren Energy Delivery of Ohio, Inc. and Indiana Gas Company, Inc. and XxXxxx Xxxxxxx & Nurick LLC with respect to Ohio regulatory matters).
Opinion of Counsel for Company and the Guarantors. On the Escrow Release Date, the Company will cause Sidley Austin LLP, counsel for the Issuer, the Company and the Guarantors (“Company Counsel”), to deliver to the Representatives the opinion, dated as of the Escrow Release Date, in the form set forth in Exhibit G-2 hereto, together with signed or reproduced copies of such opinion for each of the other Initial Purchasers; provided that, if the Escrow Release Date is the Closing Date, the substance of such opinion letter may be included within the opinion letter delivered pursuant to Section 5(a), in which case this Section 3(p) shall immediately cease to have any force or effect.
Opinion of Counsel for Company and the Guarantors. At the Closing Date, the Representative shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxx LLP, counsel for the Company and the Guarantors (“Company Counsel”), addressed to the Underwriters and in form and substance satisfactory to the Representative, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit F-1 hereto and to such further effect as the Representative may reasonably request.
Opinion of Counsel for Company and the Guarantors. 1. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxx & XxXxxxxx LLP, counsel for the Company and the Guarantors, in form and substance reasonably 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-1 hereto.
2. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of the Vice President and Co-General Counsel for the Company and the Guarantors, in form and substance reasonably 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-2 hereto.
3. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel for the Company, in form and substance reasonably 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-3 hereto.
4. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxx & XxXxxxxx Xxxxxx, special Swiss counsel for the Company and Parent, in form and substance reasonably 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-4 hereto.
Opinion of Counsel for Company and the Guarantors. At the Closing Time, the Representative shall have received (i) an opinion and negative assurance letter, dated the Closing Time, of Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Company and the Guarantors, in each case in form and substance satisfactory to the Representative, (ii) an opinion, dated the Closing Time, of the General Counsel of the Company and the Guarantors in form and substance satisfactory to the Representative and (iii) opinions, dated the Closing Time, of counsel for the Company and the Guarantors, for each jurisdiction in which the Company or the Guarantors are organized, in each case in form and substance satisfactory to the Representative and substantially consistent with the opinions delivered in connection with the Existing Second Priority Notes.
Opinion of Counsel for Company and the Guarantors. At the Closing Date, the Representatives shall have received the opinion and negative assurance letter of Company Counsel, dated as of the Closing Date, in the form set forth in Exhibit G-1 hereto, together with signed or reproduced copies of such opinion and negative assurance letter for each of the other Initial Purchasers.
Opinion of Counsel for Company and the Guarantors. The Purchasers shall have received opinions, dated the Closing Date, of Xxxxx & Xxxxxxx L.L.P., counsel for the Company and the Guarantors, substantially in the forms of Exhibits A-1 and A-2 hereto.
Opinion of Counsel for Company and the Guarantors. The Representatives shall have received an opinion, dated the Closing Date, of Weil, Gotshal & Xxxxxx LLP, counsel for the Company and the Guarantors, substantially in the form attached hereto as Exhibit A.
Opinion of Counsel for Company and the Guarantors. The favorable opinion of Xxxxxxx & XxXxxxx LLP, counsel for the Company and the Guarantors, Xxxxxxxxx Traurig, LLP, in its capacity as Virginia and New York counsel for the Company and certain Guarantors, and Wyche, Burgess, Xxxxxxx & Xxxxxx, P.A., in its capacity as North Carolina and South Carolina counsel for the Company, each 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(b) hereof.
