Opinion of Counsel for Louisville Sample Clauses

Opinion of Counsel for Louisville. Louisville shall furnish to IMPA, IMEA, and Kentucky Utilities an opinion of counsel for Louisville, which may include counsel employed directly by Louisville, and which counsel shall be satisfactory to the Parties, in form and substance satisfactory to the Parties, dated the date of the Construction Closing, to the effect that:
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Opinion of Counsel for Louisville. Louisville’s representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the time of the Closing and shall then be true in all material respects. Louisville shall have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed or complied with it prior to or at the Closing IMPA shall have been furnished with certificates signed by the President or a Vice President of Louisville, dated the date of the Closing, certifying in form and substance satisfactory to IMPA, to the fulfillment of the foregoing conditions and to the further effect that there are no actions, suits, or proceedings pending or, to such officer’s knowledge, threatened against or affecting Louisville before any court or administrative body or agency which would adversely affect the ability of Louisville to perform its obligations under this Agreement.
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Opinion of Counsel for Louisville. IMPA shall have been furnished with an opinion of counsel for Louisville, which may include counsel employed directly by Louisville as well as Louisville’s outside counsel, which counsel shall be satisfactory to IMPA, in form and substance satisfactory to IMPA, dated the date of the Closing, to the effect that:
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Opinion of Counsel for Louisville. IMEA shall have been furnished with an opinion of counsel for Louisville, which may include counsel employed directly by Louisville as well as Louisville’s outside counsel, which counsel shall be satisfactory to IMEA, in form and substance satisfactory to IMEA, dated the date of the Closing, to the effect that: Louisville is a corporation duly organized and validly existing under the laws of the Commonwealth of Kentucky and has the corporate power and authority to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; and The execution, delivery, and performance by Louisville of this Agreement has been duly authorized by all necessary corporate action on the part of Louisville, does not contravene any law, or any governmental rule, regulation, or order applicable to Louisville or its properties, or the Articles of Incorporation or By-Laws of Louisville, and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Louisville is a party or by which Louisville is bound; and The documents executed by Louisville in connection with the Closing have been duly authorized, executed, and delivered by Louisville; and There are no actions, suits, or proceedings pending or, to such counsel’s knowledge, threatened against or affecting Louisville before any court or administrative body or agency which would materially adversely affect the ability of Louisville to perform its obligations under this Agreement; and Any consent or approval of, giving of notice to, registration with or taking of any other action by, any state, federal, or other governmental commission, agency, or regulatory authority, including, without limitation, the Kentucky Public Service Commission, the Federal Energy Regulatory Commission, and the Securities and Exchange Commission, in connection with the execution, delivery, and performance of this Agreement required to be obtained by Louisville on or before the Closing has been obtained. Louisville’ conveyance to IMEA in fee simple with covenant of general warranty of a 12.12 percent undivided ownership interest as tenants in common in the real estate set forth in Appendix E, is free and clear from all encumbrances, except easements, restrictions, and stipulations of record, taxes assessed and payable in the year 1990 and thereafter, but such opinion will be inapplicable to matters not of record. Prior to co...
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Related to Opinion of Counsel for Louisville

  • Opinion of Counsel for U S. Underwriters. The favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx 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 A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel for Buyer The Seller shall have received a favorable opinion from counsel for the Buyer dated the date of the Closing, in form satisfactory to counsel for the Seller, to the effect that:

  • Opinion of Counsel for Seller The Buyer shall have received a favorable opinion from counsel for the Seller dated the date of the Closing, in form satisfactory to counsel for the Buyer, to the effect that:

  • Opinion of Counsel for the Sales Agent On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Sales Agent shall have received the favorable written opinion or opinions of Hunton Xxxxxxx Xxxxx LLP, counsel for the Sales Agent, dated such date, with respect to such matters as the Sales Agent may reasonably request.

  • Opinion of Counsel to Buyer The Sellers shall have received an opinion of counsel to the Buyer, in form and substance satisfactory to the Sellers.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

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