Common use of Opinion of Counsel for Initial Purchaser Clause in Contracts

Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the opinion, dated as of the Closing Time, of Shearman & Sterling, counsel for the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the favorable opinion, satisfactory to the Initial Purchaser, dated as of the Closing Time, of Shearman Sidley Xxxxxx Xxxxx & SterlingXxxx LLP, counsel for the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the favorable opinion, dated as of the Closing Time, of Shearman & SterlingSterling LLP, counsel for the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the opinion, dated as of the Closing Time, of Shearman & SterlingXxxxx Lovells US LLP, counsel for the Initial Purchaser, in form and substance reasonably satisfactory with respect to such matters as the Initial PurchaserPurchaser may require. In giving such opinion opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law securities laws of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representative of the Company and its subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the favorable opinion, dated as of the Closing Time, of Shearman Fried, Frank, Harris, Xxxxxxx & SterlingXxxxxxxx LLP, counsel for the Initial Purchaser, with respect to certain matters set forth in form and substance reasonably satisfactory to the Initial PurchaserExhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the favorable opinion, dated as of the Closing Time, of Shearman & SterlingSterling LLP, counsel for the Initial Purchaser, Purchaser in form and substance reasonably satisfactory to the Initial Purchaser. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the favorable opinion, dated as of the Closing Time, of Shearman Xxxxxxxxxx & SterlingXxxxx LLP, counsel for the Initial Purchaser, in form and substance reasonably satisfactory with respect to the Initial Purchasercertain matters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Company, the Parent and its their respective subsidiaries and certificates of public officials.