Common use of Opinion of Counsel for Company and the Guarantors Clause in Contracts

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 Date, the Representative shall have received (1i) the favorable opinionopinion and negative assurance letter, 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) A-1 hereto and (2ii) 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) 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 Date, the Representative shall have received (1i) the favorable opinion, dated as of such Closing Date, of Freshfields Bruckhaus Xxxxxxxx US Derxxxxx XX 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) A-1 hereto and (2ii) the favorable opinion, dated as of such Closing Date, of Xxxxx Shaxx X. Xxxxxxxx, Executive Xxecutive 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) 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 applicable Closing DateTime, the Representative shall have received (1) the favorable opinion, dated as of such Closing DateTime, of Freshfields Bruckhaus Xxxxxxxx US LLPFried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the Company and the Guarantors, in form and substance satisfactory to counsel for the UnderwritersInitial Purchasers, to the effect set forth in Exhibit A(1) hereto and (2) the favorable opinion, dated as of such Closing DateTime, of Xxxxx X. Xxxxxxxx, Executive Vice President and General Counsel of corporate counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersInitial Purchasers, to the effect set forth in Exhibit A(2) hereto and to such further effect as counsel to the Underwriters Initial Purchasers may reasonably request.

Opinion of Counsel for Company and the Guarantors. At the Closing Date, the Representative shall have received (1i) 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) A-1 hereto and (2ii) 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) A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.