Opinion of Counsel for the Parent Sample Clauses

Opinion of Counsel for the Parent. The Parent shall deliver the favorable opinion of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx, xxunsel to the Parent, dated as of the Closing Date, substantially in the form and to the effect set forth in Exhibit 7.5.2.
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Opinion of Counsel for the Parent. The Shareholders and the Company shall have received the favorable opinion of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx, xxunsel for Parent, dated the Preliminary Closing Date, substantially in the form and to the effect set forth in Exhibit 4.2(i) hereto.
Sample 1
Opinion of Counsel for the Parent. The Representatives, on behalf of the Initial Purchasers, shall have received an opinion, dated the Closing Date, of Xxxxxxxxx LLP, counsel for the Parent to the effect that: (i) each of the Parent, the Guarantor, PDI and PSXP has been duly formed and each is validly existing and in good standing under the laws of the State of Delaware, with all corporate or limited partnership, as the case may be, power and authority to own its properties and conduct its business as described in the Disclosure Package and the Final Offering Memorandum; (ii) the Indenture, the Registration Rights Agreement and the Terms Agreement (including this Agreement) have been duly authorized, executed and delivered by each of the Parent and the Guarantor, to the extent a signatory thereto; the Debt Securities have been duly authorized, executed, issued and delivered by the Parent in accordance with the provisions of the Indenture; the Indenture, the Registration Rights Agreement and the Debt Securities are valid and legally binding obligations of the Parent, enforceable against the Parent, in accordance with their terms, except in each case to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (whether considered in a proceeding in equity or at law); the Guarantee has been duly authorized, executed and delivered by the Guarantor in accordance with the provisions of the Indenture and is a valid and legally binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (whether considered in a proceeding in equity or at law); and the Offered Securities, the Indenture and the Registration Rights Agreement conform in all material respects to the respective descriptions thereof contained in the Disclosure Package and the Final Offering Memorandum; (iii) the Registered Securities to be issued pursuant to the Indenture have been duly authorized by the Parent, the related guarantee of the Registered Securities by the Guarantor has been duly authorized by the Guarantor, ...
Sample 1

Related to Opinion of Counsel for the Parent

  • 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 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 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. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • 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 and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel for the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably 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 C hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, 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, substantially to the effect set forth set forth in Exhibit B hereto.

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