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 opinion, dated as of the Closing Date, of Xxxxx 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.

Appears in 3 contracts

Samples: Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc)

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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 Lovells US LLPXxxxxx Xxxxxxx Xxxxxxxxx & 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 B A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (Bb&t Capital Trust I), Underwriting Agreement (Bb&t Capital Trust I)

Opinion of Counsel for Company. On the At Closing DateTime, the Representatives shall have received the opinion, dated as of the Closing DateTime, of Xxxxx Lovells US LLPAkerman, Senterfitt & Eidsxx, X.A., 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 to the effect set forth in Exhibit B A hereto and to such further effect as counsel to the Underwriters may reasonably request, based upon events occurring or information discovered after the date hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Republic Services Inc), Purchase Agreement (Gerald Stevens Inc/)

Opinion of Counsel for Company. On the At Closing DateTime, the U.S. Representatives shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Lovells US LLPTenzxx Xxxexxxxxx XXX, counsel for the Company, in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, U.S. Underwriters to the effect set forth in Exhibit B A hereto and to such further effect as counsel to the U.S. Underwriters may reasonably request.

Appears in 2 contracts

Samples: u.s. Purchase Agreement (Brightpoint Inc), u.s. Purchase Agreement (Brightpoint Inc)

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the opinionfavorable opinions, dated as of the Closing Date, of Xxxxx Lovells 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 set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (Horizon Global Corp), Underwriting Agreement (Horizon Global Corp)

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the opinionopinion and negative assurance letter, dated as of the Closing Date, of Xxxxx 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.

Appears in 2 contracts

Samples: Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Longboard Pharmaceuticals, Inc.), Underwriting Agreement (Longboard Pharmaceuticals, Inc.)

Opinion of Counsel for Company. On the Closing Date, the Representatives shall have received the opinionopinion and negative assurance letter, dated as of the Closing Date, of Xxxxx Lovells 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.

Appears in 2 contracts

Samples: Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc)

Opinion of Counsel for Company. On At the Closing DateTime and at each Date of Delivery, the Representatives shall have received the favorable opinion, dated as of the Closing DateTime and as of each Date of Delivery, as applicable, of Xxxxx Lovells US Gardere Wxxxx Xxxxxx 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 requestA hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the opinionfavorable opinions, dated as of the Closing Date, of Xxxxxxxx & Xxxxx Lovells 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 set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Hogan Lovells US 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 to the effect set forth in Exhibit B A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (DigitalBridge Group, Inc.), Underwriting Agreement (BrightSpire Capital, Inc.)

Opinion of Counsel for Company. On the Closing Date, the Representatives Underwriters shall have received the opinion, dated as of the Closing Date, of Xxxxx Lovells US LLP& Xxxxxxx L.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.

Appears in 2 contracts

Samples: Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc)

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 Lovells 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 B D hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (National Oilwell Varco Inc), Underwriting Agreement (National Oilwell Varco Inc)

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 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Anthem, Inc.), Underwriting Agreement (Anthem, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Clarus Therapeutics Inc), Underwriting Agreement (Clarus Therapeutics Inc)

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 Lovells 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 B E hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Opinion of Counsel for Company. On the At Closing Date, the Representatives Representative shall have received the opinionfavorable opinions, dated as of the Closing Date, of Xxxxx Lovells 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 B E and Exhibit F hereto and to such further effect as the Representative or counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (CubeSmart, L.P.)

Opinion of Counsel for Company. On the Closing Date, the Representatives Underwriters shall have received the opinion, dated as of the Closing Date, of Xxxxx Lovells US LLPHxxxx & Hxxxxxx L.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.

Appears in 1 contract

Samples: Underwriting Agreement (McCormick & Co Inc)

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 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 B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Elevance Health, Inc.)

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 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 E hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Anthem, Inc.)

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 Lovells US Xxxxxx and Xxxxx, 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 A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Landrys Seafood Restaurants Inc)

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the opinion, dated as of the Closing Date, of Xxxxx Lovells US Kilpatrick Stockton LLP, counsel for the CompanyCompany ("Company Coxxxxx"), in form and xx xxxx xxd 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 requestF hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Emageon Inc)

Opinion of Counsel for Company. On the Closing Date, the The Representatives shall have received the an opinion, dated as of the such Closing Date, of Xxxxx Lovells US Xxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel the Representatives (with appropriate modification to the date and number of Securities for the Underwritersany opinion or negative assurance letter delivered on any Optional Closing Date), together with signed or reproduced copies of such letter letters 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.

Appears in 1 contract

Samples: Underwriting Agreement (Adamas Pharmaceuticals Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Zumiez Inc)

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Opinion of Counsel for Company. On At the Closing DateTime, the Representatives shall have received the favorable opinion, dated as of the Closing DateTime, of Xxxxx Lovells US 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 substantially to the effect set forth in Exhibit B A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (TTEC Holdings, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Zumiez Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Biocryst Pharmaceuticals Inc)

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 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 B E hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Anthem, Inc.)

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 Lovells US Xxxxxxx 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 set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably requestG hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Milestone AV Technologies, Inc.)

Opinion of Counsel for Company. On At the Closing Date, the Representatives shall have received the opinionfavorable opinion and negative assurance statement, dated as of the Closing Date, of Xxxxx Lovells 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 B E hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Palmer Square Capital BDC Inc.)

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 Lovells 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 B E hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Dixie Group Inc)

Opinion of Counsel for Company. On the At Closing Date, the Representatives shall have received the opinionfavorable opinions, dated as of the Closing Date, of Xxxxx Lovells 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 B C and Exhibit D hereto and to such further effect as the Representatives or counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (CubeSmart, L.P.)

Opinion of Counsel for Company. On At the Closing DateTime, the Representatives shall have received the opinionopinion and 10b-5 statement, dated as of the Closing DateTime, of Xxxxx Lovells US Lxxxxx & Wxxxxxx LLP, US 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.

Appears in 1 contract

Samples: Underwriting Agreement (MeiraGTx Holdings PLC)

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 Lovells 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 set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably requestE hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kronos Worldwide Inc)

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 Lovells US LLP& Xxxxxxx L.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.

Appears in 1 contract

Samples: Underwriting Agreement (McCormick & Co Inc)

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 Lovells US LLPXxxxxx Xxxxxxx Xxxxxxxxx & 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 B A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Bb&t Corp)

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 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 D hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Anthem, Inc.)

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 Lovells 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 B D hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (FMC Technologies Inc)

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 Lovells 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 B A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (HCC Capital Trust Ii)

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