Common use of Opinion of Counsel for the Initial Purchasers Clause in Contracts

Opinion of Counsel for the Initial Purchasers. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial Purchasers, with respect to the issuance and sale of the Notes, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 6 contracts

Samples: Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co)

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Opinion of Counsel for the Initial Purchasers. On the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date or Subsequent Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentatives, with respect to the issuance and sale of the Notes, the Disclosure Package, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 2 contracts

Samples: Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)

Opinion of Counsel for the Initial Purchasers. On each of the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Kirkland & Xxxxxxx Ellis LLP, counsel xxxxxxx for the xxx Initial Purchasers, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentatives, with respect to the issuance and sale of the Notes, the Registration Statement, the Disclosure Package, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and such other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (Anthracite Capital Inc)

Opinion of Counsel for the Initial Purchasers. On the Closing Date and any Subsequent Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date or Subsequent Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentative, with respect to the issuance and sale of the Notes, the Disclosure Package, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (Salix Pharmaceuticals LTD)

Opinion of Counsel for the Initial Purchasers. On each of the Closing Date and any Subsequent Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Davis Polk & Xxxxxxx LLPWardwell, counsel for the Initial Purchasers, dated as of such Closing Dateox xxxx Xxxsinx Xxxx, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentative, with respect to the issuance and sale of the NotesShares, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (CBIZ, Inc.)

Opinion of Counsel for the Initial Purchasers. On each of the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx Mxxxx Xxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentatives, with respect to the issuance and sale of the NotesShares, the Disclosure Package, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and such other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (Mgic Investment Corp)

Opinion of Counsel for the Initial Purchasers. On each of the Closing Date and any Subsequent Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentative, with respect to the issuance and sale of the Notes, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (CBIZ, Inc.)

Opinion of Counsel for the Initial Purchasers. On the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date or Subsequent Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentatives, with respect to the issuance and sale of the Notes, the Disclosure Package, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (Health Management Associates Inc)

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Opinion of Counsel for the Initial Purchasers. On each of the Closing Date and any Subsequent Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx LLPXxxxxxxx, counsel for the Initial Purchasers, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentative, with respect to the issuance and sale of the NotesDebentures, the Disclosure Package, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (St Jude Medical Inc)

Opinion of Counsel for the Initial Purchasers. On the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date or Subsequent Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentatives, with respect to the issuance and sale of the Notes, the Disclosure Package, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (Alaska Communications Systems Group Inc)

Opinion of Counsel for the Initial Purchasers. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Initial Purchasers, dated as of such the Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentative, with respect to the issuance and sale of the Notes, the Disclosure Package, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (Alaska Communications Systems Group Inc)

Opinion of Counsel for the Initial Purchasers. On each of the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Vxxxxx & Xxxxxxx LLPExxxxx L.L.P., counsel for the Initial Purchasers, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentatives, with respect to the issuance and sale of the Notes, the Preliminary Offering Memorandum, the Final Offering Memorandum (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (Quanta Services Inc)

Opinion of Counsel for the Initial Purchasers. On each of the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial PurchasersRepresentatives, with respect to the issuance and sale of the NotesDebentures, the Final Offering Memorandum Memorandum, (together with any supplement thereto), the Pricing Disclosure Package and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Purchase Agreement (School Specialty Inc)

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