Opinion of Counsel for the Obligors. Xxxxxxx Xxxxx LLP, counsel for the Obligors, shall have furnished to the Representative, at the request of the Obligors, their written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto.
Opinion of Counsel for the Obligors. On the Closing Date the Initial Purchasers shall have received the favorable opinion of (i) Xxxxxxx Xxxxx LLP, counsel for the Obligors, dated as of such Closing Date, substantially in the form attached hereto as Exhibit A-1 and (ii) Bass X. Xxxxxxx, Xx., General Counsel of the General Partner, dated as of such Closing Date, substantially in the form attached hereto as Exhibit A-2.
Opinion of Counsel for the Obligors. Counsel for the Obligors shall have delivered an opinion of counsel that is satisfactory in form and substance to the Noteholders and their special counsel.
Opinion of Counsel for the Obligors. The Holders shall have received an opinion of counsel for the Obligors, in form and substance satisfactory to the Holders and their special counsel, to the effect set forth in Sections 4.4 and 4.5 of this First Amendment and to the further effect that the Holders have a valid and perfected security interest in the Collateral subject to the Security Documents.
Opinion of Counsel for the Obligors. April __, 1997 To the Lenders and the Administrative Agent Referred to Below c/x Xxxxxx Guaranty Trust Company of New York as Administrative Agent 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Gentlemen and Ladies: We have acted as counsel for Exide Electronics Group, Inc., a Delaware corporation ("Borrower") and Exide Electronics Corporation, a Delaware corporation, Exide Electronics International Corp., a Delaware corporation, International Power Machines Corporation, a Delaware corporation, and [other Guarantors], (collectively, the "Guarantors" and together with Borrower, the "Obligors"), in connection with (i) the Credit Agreement originally dated as of March 13, 1996 and amended and restated as of April __, 1997 (the "Credit Agreement") among Borrower, the Guarantors, the lenders listed on the signature pages thereof (including any such Lender in its capacity as Issuing Lender, as defined therein, the "Lenders"), Bank of America Illinois as Documentation Agent for the Lenders and Xxxxxx Guaranty Trust Company of New York as Administrative Agent for the Lenders (the "Agents") and (ii) the Notes (the documents referred to in clauses (i) and (ii) are referred to herein collectively as the "Loan Documents"). Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that:
Opinion of Counsel for the Obligors. The Credit Agreement is a valid and binding agreement of each Borrower and PICA and the Notes of each Borrower are valid and binding agreements of such Borrower, enforceable against such party, as applicable, in accordance with their respective terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights (or, in the case of PICA, applicable bankruptcy, insolvency, reorganization, rehabilitation, liquidation, conservation or similar laws affecting the rights of creditors of insurance companies) and (ii) general principles of equity (regardless of whether asserted in a proceeding in equity or at law).
Opinion of Counsel for the Obligors. A favorable opinion of outside counsel acceptable to the Bank for the Obligors, dated the Closing Date, in substantially the form of EXHIBIT 4.01(8) and as to such other matters as the Bank may reasonably request.
