Common use of Opinion of Counsel for International Managers Clause in Contracts

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx & Austin, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate paragraph of Exhibit 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, 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx Shearman & AustinSterling, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiiixii), (xvxiv) (solely as to the information in the Prospectus Prospectuses relating to the Class A Common Stock under "Description of Capital Stock--Class A Common Stock and Class B Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate paragraph of Exhibit 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, 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 Lead Managers. 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 International Managers. At the Closing Time, the Lead Managers shall have received the favorable opinion, dated as of the Closing Time, of each of (A) Xxxxxx Skadden, Arps, Slate, Xxxxxxx & AustinXxxx LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the Company), (viii) through (x), inclusive, (xiii), (xvxiv) (solely as to the information in the Prospectus Prospectuses under "Description of the Capital Stock--Stock -- Class A Common Stock and Class B Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate paragraph of Exhibit 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, 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 Lead Managers. 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 Subsidiaries and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx Akin, Gump, Strauss, Xxxxx & AustinXxxx, L.L.P., counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vixv) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiii), (xvxiv), (xvii), (xx) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate last paragraph of Exhibit A hereto. In giving such opinion the opinions referred to in paragraphs (b), (c) and (d) above, 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 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx Fried, Frank, Harris, Xxxxxxx & AustinXxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through ), (x), inclusive, (xiii), (xvxii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and ), the penultimate paragraph of Exhibit A A-1 hereto and in clauses (Bi) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate paragraph and (ii) of Exhibit A A-2 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, 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 Lead International Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx Fried, Frank, Harris, Xxxxxxx & AustinXxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the Company), (viii) through (x), inclusive, (xiii), (xvv) (solely as to the information contained in or incorporated by reference therein in the Prospectus under with respect to the "Description of Capital Stock--Common Stock") and the penultimate paragraph (viii) of Exhibit A hereto A-1; and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in paragraph 3 and the penultimate paragraph of Exhibit A heretoA-2. 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 Lead Managers. 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 Subsidiaries and of the Selling Shareholders and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx Fried, Frank, Harris, Xxxxxxx & AustinXxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiiixii), (xvxiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate paragraph of Exhibit 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 Lead ManagersManagers which may include counsel to the Company. 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 International Managers. At Closing Time, the Lead Managers International Representatives shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx Shearman & AustinSterling, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in [clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the organizational documents, charter or by-laws laws, as the case may be, of the Company)L.L.C. and the Issuer, (viii) through (x), inclusive, (xiiixii), (xvxiv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate paragraph paragraph] of Exhibit A hereto. 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, 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 Lead ManagersInternational Representatives. 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 L.L.C. and its the Issuer and their respective subsidiaries and certificates of public officials.