Opinion of Counsel for Indenture Trustee. At the Closing Date, the Underwriters shall have received an opinion of Xxxxxxx and Xxxxxx LLP, counsel to the Indenture Trustee, dated as of Closing Date and in form and substance satisfactory in form and substance to the Underwriters and counsel to the Underwriters.
Opinion of Counsel for Indenture Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of __________, counsel to the Indenture Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:
(i) The Indenture Trustee has been duly incorporated and is validly existing as a banking corporation under the laws of the State of ___________.
(ii) The Indenture Trustee, at the time of its execution and delivery of the Indenture, had full power and authority to execute and deliver the Indenture and has full power and authority to perform its obligations thereunder.
(iii) The Indenture has been duly and validly authorized, executed and delivered by the Indenture Trustee and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes the valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights or by general principles of equity.
(iv) To the best of such counsel's knowledge, there are no actions, proceedings or investigations pending or threatened against or affecting the Indenture Trustee before or by any court, arbitrator, administrative agency or other governmental authority which, if adversely decided, would materially and adversely affect the ability of the Indenture Trustee to carry out the transactions contemplated in the Indenture.
(v) No consent, approval or authorization of, or registration, declaration or filing with, any court or governmental agency or body of the United States of America or any state thereof was or is required for the execution, delivery or performance by the Indenture Trustee of the Indenture.
(vi) Each of the Basic Documents to which Indenture Trustee is a party has been duly executed and delivered by Indenture Trustee and constitutes a legal, valid and binding obligation of Indenture Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except that certain of such obligations may be enforceable solely against the [assets of the Trust] and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity, including without limitation, concepts of mater...
Opinion of Counsel for Indenture Trustee. Each Lessee, Owner ---------------------------------------- Participant, Owner Trustee Indenture Trustee and the Initial Note Purchaser shall have received an opinion, dated the Delivery Date, in form and substance reasonably satisfactory to them, from Day, Xxxxx & Xxxxxx, counsel for Indenture Trustee.
Opinion of Counsel for Indenture Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Pryor Cashman Sherman & Flynn LLP, xxxxxex xx xxx Xndexxxxx Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:
(i) The Indenture Trustee has been duly incorporated and is validly existing as a banking association under the laws of the United States.
(ii) The Indenture Trustee, at the time of its execution and delivery of the Indenture, had full power and authority to execute and deliver the Indenture and has full power and authority to perform its obligations thereunder.
(iii) The Indenture has been duly and validly authorized, executed and delivered by the Indenture Trustee and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes the valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights or by general principles of equity.
(iv) To the best of such counsel's knowledge, there are no actions, proceedings or investigations pending or threatened against or affecting the Indenture Trustee before or by any court, arbitrator, administrative agency or other governmental authority which, if adversely decided, would materially and adversely affect the ability of the Indenture Trustee to carry out the transactions contemplated in the Indenture.
Opinion of Counsel for Indenture Trustee. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of ______________________, counsel for the Indenture Trustee, in form and substance satisfactory to counsel for the Underwriter.
Opinion of Counsel for Indenture Trustee. At the Closing Time, the Representative shall have received the favorable opinion of Dorsxx & Xhitxxx XXX, counsel to U.S. Bank, as Indenture Trustee and Trust Agent, dated the Closing Time and in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:
(i) U.S. Bank has been duly incorporated and is validly existing as a national banking corporation, in good standing under the federal laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its
Opinion of Counsel for Indenture Trustee. Lessee, Guarantors, Seller, Service Provider, Owner Participant, Owner Trustee, Indenture Trustee and Note Purchasers shall have received an opinion in substantially the form of Exhibit O-5 attached hereto, dated the Closing Date, from Xxxxx, Xxxxxx & Xxxxxx, LLP, special counsel for Indenture Trustee.
