Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written the opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxx Lovells US LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxxx & Xxxxxx Xxxxx LLP, counsel for the Company (“Company CounselK&E”), and of the Company’s General Counsel, in form and substance reasonably satisfactory to the Representatives, substantially in together with signed or reproduced copies of such opinions for each of the form attached hereto as Exhibit E.other Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxx Xxxxxx & Xxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in the form attached hereto as Exhibit E.E hereto.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLPXxxxx Day, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially in together with signed or reproduced copies of such opinion for each of the form attached hereto as Exhibit E.other Underwriters.

Opinion of Counsel for Company. At the Closing Date, the ------------------------------ Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxxxx LLPXxxx, PLLC, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing DateTime, of Xxxxxx & Xxxxxx LLPVxxxxx Price P.C., counsel for the Company (“Company Counsel”)Company, and of Dxxxxx X. Xxxxxx, Xx., Executive Vice President and General Counsel of the Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially in together with signed or reproduced copies of such letter for each of the form attached hereto other Underwriters and to such further effect as Exhibit E.counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxxx & Xxxxxx Xxxxx LLP, counsel for the Company (“Company Counsel”), and of the Company’s General Counsel, in form and substance reasonably satisfactory to the Representatives, substantially in together with signed or reproduced copies of such opinions for each of the form attached hereto as Exhibit E.other Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLPDLA Piper LLP (US), counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially and of Xxxxxxx X. Xxxxxxxxx, in-house intellectual property counsel for the Company, in form and substance satisfactory to the form attached hereto as Exhibit E.Representatives.

Opinion of Counsel for Company. At the Closing Date, the Representatives The Representative shall have received a written an opinion, addressed to the Underwriters and dated as of the such Closing Date, of Xxxxxx & Xxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to the RepresentativesRepresentative, substantially to the effect set forth in the form attached hereto as Exhibit E.Schedule C hereto.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written opinionthe opinion and negative assurance letter, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxx Xxxxxxx US LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially in together with signed or reproduced copies of such letter for each of the form attached hereto other Underwriters, to the effect as Exhibit E.counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written opinionthe opinion and negative assurance letter, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxx Lovells US LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxx Lord LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit D hereto and to such further effect as the form attached hereto as Exhibit E.Representatives may reasonably request.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxx Lovells US LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially in together with signed or reproduced copies of such letter for each of the form attached hereto other Underwriters, to the effect as Exhibit E.counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At (i) On the Closing Date, the Representatives shall have received a written opinionthe opinions and letter, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxxx & Xxxxxx Xxxxxxxx LLP, U.S. counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such opinion and 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written the opinion, addressed to the Underwriters and dated as of the Closing DateTime, of (i) Xxxx Xxxxxx Xxxxxxxx & Xxxxxx LLPXxxxxx, P.C., counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesRepresentative, substantially to the effect set forth in the form attached hereto as Exhibit E.A hereto.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing DateTime, of Xxxxxx & Xxxxxx Xxxxxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing DateTime, of Xxxxxx & Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx (A) Xxxxxxx Xxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representativescounsel for the Underwriters, substantially to the effect set forth in Exhibit D hereto and (B) Xxxxx & Lardner LLP, Intellectual Property counsel for the Company (“Intellectual Property Counsel”), in form attached hereto as and substance satisfactory to the counsel for the Underwriters, to the effect set forth in Exhibit E.E hereto.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx from Xxxxx Xxxxxxx US LLP, counsel for the Company (“Company Counsel”)Company, an opinion and a negative assurance letter, addressed to the Representative and dated the day of the Closing Time, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing Date, the Representatives Representative shall have received a written the opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx Xxxxx LLP, counsel for the Company (“"Company Counsel”"), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit F hereto and to such further effect as counsel to the form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Hogan Lovells US LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as counsel to the form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Weil, Gotshal & Xxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as the form attached hereto as Exhibit E.Representatives may reasonably request.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing DateTime and relating to the Initial Securities, of Xxxxxx & Xxxxxx Gxxxxxx Procter LLP, counsel for the Company (“Company Counsel”)Company, in the form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxx & Xxxxxx Xxxxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially in together with signed or reproduced copies of such opinion for each of the form attached hereto as Exhibit E.other Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxxxx LLPXxxx, PLLC, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives Representative shall have received a written opinionthe favorable opinions and negative assurance statement, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxx, Xxxxx & Xxxxxx Xxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the RepresentativesRepresentative, substantially in together with signed or reproduced copies of such opinion for each of the form attached hereto as Exhibit E.other Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives Representative shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Gallop, Jxxxxxx & Xxxxxx LLPNxxxxx, X.X., counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the Underwriters, to the effect set forth in Exhibit F hereto and to such further effect as counsel to the form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxx Lovells US LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as counsel to the form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinion and negative assurance letter, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as the form attached hereto as Exhibit E.Representatives may reasonably request.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing DateTime, of Wxxxxx Xxxxxx & Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C and Exhibit D hereto and to such further effect as the form attached hereto as Exhibit E.Representatives or counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLPPLLC, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as the form attached hereto as Exhibit E.Representatives may reasonably request.

Opinion of Counsel for Company. At the Closing Date or any Option Closing Date, as applicable, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of Closing Date or the applicable Option Closing Date, as applicable, of Xxxxxx & Xxxxxx LLPXxxxx Day, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the RepresentativesRepresentative, substantially in together with signed or reproduced copies of such letter for each of the form attached hereto as Exhibit E.other Underwriters.

Opinion of Counsel for Company. At the On such Closing Date, the Representatives shall have received a written opinionXxxxxxxxx Xxxxxxx, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLP, counsel for the Company (“Company Counsel”)Company, shall have furnished to the Representative their favorable written opinion, dated as of such Closing Date in form and substance reasonably satisfactory to counsel for the Representatives, substantially in the form attached hereto as Exhibit E.Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLPDLA Piper LLP (US), counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially together with signed or reproduced copies of such opinion for each of the other Underwriters, and of Xxxxxxx X Xxxxxxxxx, in-house intellectual property counsel for the Company, in form and substance satisfactory to the form attached hereto as Exhibit E.Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLPDLA Piper LLP (US), counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially and of Rxxxxxx X. Xxxxxxxxx, in-house intellectual property counsel for the Company, in form and substance satisfactory to the form attached hereto as Exhibit E.Representatives.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives shall have received a the written opinionopinion and negative assurance letter, addressed to the Underwriters and dated as of the Closing DateTime, of Xxxxxx Xxxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E..

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing DateTime and relating to the Securities, of Xxxxxx & Xxxxxx Xxxxxxx LLP, counsel for the Company (“Company Counsel”)Company, in the form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing Date, the Representatives and the Principal Selling Shareholders shall have received a written the opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx Xxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit F hereto and to such further effect as counsel to the form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written opinionthe favorable opinion and negative assurance statement, addressed to the Underwriters and dated as of the Closing DateTime and relating to the Securities, of Xxxxxx Xxxxxxx, Xxxxxx, Xxxxxxx & Xxxxxx Xxxxxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit E.Representative.

Opinion of Counsel for Company. At the Closing Date, the Representatives Representative shall have received a written opinionthe favorable opinions, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit E and Exhibit F hereto and to such further effect as the form attached hereto as Exhibit E.Representative or counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit D hereto and to such further effect as the form attached hereto as Exhibit E.Representatives may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinion and negative assurance letter, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxxxxx & Xxxxxx Xxxxx LLP, counsel for the Company (“Company Company, and of the Company’s General Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially in together with signed or reproduced copies of such opinion and letter for each of the form attached hereto as Exhibit E.other Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxxxxx XxXxxxxxx LLP, counsel for the Company (“"Company Counsel”"), in form and substance reasonably satisfactory together with signed or reproduced copies of such opinion for each of the Underwriters, to the Representatives, substantially effect set forth in the form attached hereto as Exhibit E.G hereto.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx LLPHaynxx xxx Boonx, XXP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At On the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Xxxxx & Xxxxxx LLPXxxxxxx L.L.P., counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially 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 form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe favorable opinion and negative assurance statement, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx & Xxxxxx Dechert LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representatives, substantially together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as the form attached hereto as Exhibit E.Representatives may reasonably request.

Opinion of Counsel for Company. At the Closing DateTime, the Representatives Representative shall have received a written the opinion, addressed to the Underwriters and dated as of the Closing DateTime, of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx LLPXxxxxx, P.C., counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesRepresentative, substantially to the effect set forth in the form attached hereto as Exhibit E.A hereto.

Opinion of Counsel for Company. At the Closing Date, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxxxx Xxxxxx & Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesInitial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, substantially to the effect set forth in the form attached hereto as Exhibit E.B hereto.

Opinion of Counsel for Company. At the Closing Date, the Representatives Representative shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxx Xxxx LLP, counsel for the Company (“Company Counsel”)Company, in form and substance reasonably satisfactory to counsel for the RepresentativesInitial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, substantially to the effect set forth in the form attached hereto as Exhibit E.A hereto.

Opinion of Counsel for Company. At the Closing Date, the Representatives and the Principal Selling Shareholder shall have received a written the opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Pxxxxxx Xxxxx & Xxxxxx Exxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the form attached hereto as Exhibit E.Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written opinionthe opinion and the negative assurance letter, addressed to the Underwriters and each dated as of the Closing Date, of Xxxxxx & Xxxxxx Xxxx Xxxxxxxx LLP, counsel for the Company, together with the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, special counsel for the Company (“Company Counsel”)with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Representatives, substantially in the form attached hereto as Exhibit E.Underwriters.

Opinion of Counsel for Company. At the Closing Date, the Representatives shall have received a written the favorable opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx Lxxxx Lord Bxxxxxx & Xxxxxx Lxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Representativescounsel for the Underwriters, substantially together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in the form attached hereto as Exhibit E.E hereto.