Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US 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 as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxxxxx & Xxxxx Xxxxxxx US LLP, counsel for the Company (“K&E”), and of the Company’s General Counsel, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinions for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxxxx & Xxxxxx LLP, counsel for the CompanyCompany (“Company 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 as counsel to the Underwriters may reasonably requestset forth in Exhibit E hereto.

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

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx Lovells US 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 B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing DateTime, of Xxxxx Xxxxxxx US LLPVxxxxx Price P.C., counsel for the Company, and of Dxxxxx X. Xxxxxx, Xx., Executive Vice President and General Counsel of 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 as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Xxxxxxx US LLP(i) Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C., 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 UnderwritersRepresentative, to the effect as counsel to the Underwriters may reasonably requestset forth in Exhibit A hereto.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx DLA Piper LLP (US), counsel for the Company (“Company Counsel”), in form and substance satisfactory to the Representatives, and of Xxxxxxx US LLPX. Xxxxxxxxx, in-house intellectual property 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 as counsel to the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Company. On At the Closing Date, the ------------------------------ Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxx Xxxxxxx US LLPXxxxxxxxx & Xxxx, PLLC, 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 Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Xxxxxxx US Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 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 as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. On the Closing Date, the Representatives The Representative shall have received the favorable an opinion, dated as of the such Closing Date, of Xxxxxxx Xxxxx Xxxxxxx US Xxxxx Xxxxxxxx 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 UnderwritersRepresentative, to the effect as counsel to the Underwriters may reasonably requestset forth in Schedule C hereto.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxxxx LLP, 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, Underwriters and to the such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Date, of Xxxxx Xxxxxxx Lovells US 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 B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx 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 B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Xxxxxx & Xxxxxxx US 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 as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx Xxxxxxx US LLPDay, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US Lord LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxxxxx & Xxxxx Xxxxxxx US LLP, counsel for the Company (“Company Counsel”), and of the Company’s General Counsel, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinions for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx Lovells US 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 as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. (i) On the Closing Date, the Representatives shall have received the favorable opinionopinions and letter, dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, 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 Underwriters may reasonably request.

Opinion of Counsel for Company. On the At Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx (A) Xxxxxxx US Xxxxxxx LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to the counsel for the Underwriters, together with signed or reproduced copies of such letter to the effect set forth in Exhibit D hereto and (B) Xxxxx & Lardner LLP, Intellectual Property counsel for each of the other Company (“Intellectual Property Counsel”), in form and substance satisfactory to the counsel for the Underwriters, to the effect as counsel to the Underwriters may reasonably requestset forth in Exhibit E hereto.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Xxxxxxx US Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, 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 as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. On the At Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxxxx Xxxxxxxx LLP, counsel for the CompanyCompany (“Company 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 C and Exhibit D hereto and to such further effect as the Representatives or counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Skadden, Arps, Slate, Xxxxxxx US & Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letter for each of the other UnderwritersInitial Purchasers, substantially to the effect as counsel to the Underwriters may reasonably requestset forth in Exhibit A hereto.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxx Xxxxxxx US LLPXxxxxxxxx & Xxxx, PLLC, 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 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinion and negative assurance statement, dated as of the Closing Date, of Xxxxx Xxxxxxx US Dechert LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US Lxxxx Lord Bxxxxxx & Lxxxxxx LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably requestset forth in Exhibit E hereto.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing DateTime and relating to the Initial Securities, of Xxxxx Xxxxxxx US Gxxxxxx Procter LLP, counsel for the Company, in the 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 as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing DateTime and relating to the Securities, of Xxxxx Xxxxxx & Xxxxxxx US LLP, counsel for the Company, in the 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 as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US LLPHaynxx xxx Boonx, XXP, 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 Company. On the At Closing Date, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx Xxxxxxx US LLPGallop, Jxxxxxx & Nxxxxx, X.X., counsel for the CompanyCompany (“Company 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 F hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the At Closing Date, the Representatives and the Principal Selling Shareholder shall have received the favorable opinion, dated as of the Closing Date, of Pxxxxxx Xxxxx Xxxxxxx US & Exxxx LLP, counsel for the CompanyCompany (“Company 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 C hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letter for each of the other UnderwritersInitial Purchasers, substantially to the effect as counsel to the Underwriters may reasonably requestset forth in Exhibit B hereto.

Opinion of Counsel for Company. On At the Closing Date, the Representatives Representative shall have received the favorable opinionopinions and negative assurance statement, dated as of the Closing Date, of Xxxxxx, Xxxxx & Xxxxxxx US LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Xxxxxxx US LLPXxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C., 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 UnderwritersRepresentative, to the effect as counsel to the Underwriters may reasonably requestset forth in Exhibit A hereto.

Opinion of Counsel for Company. On the At Closing Date, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Date, of Xxxxxxx Xxxxx Xxxxxxx US & Xxxxx LLP, counsel for the CompanyCompany ("Company 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 F hereto and to such further effect as counsel to the Underwriters may reasonably request.

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

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US & Xxxxxxxxx LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx Hogan Lovells US 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 E hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx DLA Piper LLP (US), counsel for the Company (“Company Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, and of Xxxxxxx US LLPX Xxxxxxxxx, in-house intellectual property counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Date, of Xxxxxxxx & Xxxxx Xxxxxxx US LLP, counsel for the Company, and of the Company’s General Counsel, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx & Xxxxxxx US LLPL.L.P., 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 B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx US XxXxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersCompany ("Company Counsel"), together with signed or reproduced copies of such letter opinion for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably requestset forth in Exhibit G hereto.

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

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Date, of from Xxxxx Xxxxxxx US LLP, counsel for the 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 counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably requestRepresentative.

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

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx Lovells US 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 E hereto and to such further effect as counsel to the Underwriters may reasonably request.

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

Opinion of Counsel for Company. On At the Closing Date or any Option Closing Date, as applicable, the Representatives Representative shall have received the favorable opinion, dated as of Closing Date or the applicable Option Closing Date, as applicable, of Xxxxx Xxxxxxx US LLPDay, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the such Closing Date, the Representatives shall have received the favorable opinionXxxxxxxxx Xxxxxxx, dated as of the Closing Date, of Xxxxx Xxxxxxx US LLP, counsel for the Company, shall have furnished to the Representative their favorable written opinion, dated as of such Closing Date 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 as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On the At Closing Date, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxxxx Xxxxxxxx LLP, counsel for the CompanyCompany (“Company 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 E and Exhibit F hereto and to such further effect as the Representative or counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives shall have received the favorable opinionwritten opinion and negative assurance letter, dated as of the Closing DateTime, of Xxxxx Xxxxxxx US Xxxxxxxx & Xxxxxxxx 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 as counsel to the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinion and the negative assurance letter, each dated as of the Closing Date, of Xxxxx Xxxxxxx US Xxxx Xxxxxxxx LLP, counsel for the Company, together with the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, special counsel for the Company with respect to intellectual property matters, each 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 as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Date, of Xxxxx Xxxxxxx US LLPDLA Piper LLP (US), counsel for the Company (“Company Counsel”), in form and substance satisfactory to the Representatives, and of Rxxxxxx X. Xxxxxxxxx, in-house intellectual property 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 as counsel to the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives Representative shall have received the favorable opinionopinion and negative assurance statement, dated as of the Closing DateTime and relating to the Securities, of Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxx US & Xxxxxxx LLP, 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 as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. On the At Closing Date, the Representatives and the Principal Selling Shareholders shall have received the favorable opinion, dated as of the Closing Date, of Xxxxxxx Xxxxx Xxxxxxx US & Xxxxx LLP, counsel for the CompanyCompany (“Company 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 F hereto and to such further effect as counsel to the Underwriters may reasonably request.