Opinion of Counsel for the Partnership Sample Clauses

Opinion of Counsel for the Partnership. The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx & Xxxxxx L.L.P., counsel for the Partnership, substantially in the form of Schedule D;
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Opinion of Counsel for the Partnership. On the Closing Date the Initial Purchasers shall have received the favorable opinion of (i) Xxxxxxx Xxxxx LLP, counsel for the Partnership, dated as of such Closing Date, and in substantially the form and substance as set forth in Exhibit A and (ii) Xxx X. XxXxx, General Counsel of the General Partner dated as of such Closing Date, and in substantially the form and substance as set forth in Exhibit B.
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Opinion of Counsel for the Partnership. Xxxxx Xxxxx L.L.P., counsel for the Partnership, shall have furnished to the Representatives, at the request of the Partnership, its written opinion, dated the Closing Date or each Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.
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Opinion of Counsel for the Partnership. On each Date of Delivery the Underwriters shall have received the favorable opinion of (i) Xxxxxx & Xxxxxx LLP, counsel for the Partnership, dated as of such Date of Delivery, substantially in the form attached hereto as Exhibit A 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.
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Opinion of Counsel for the Partnership. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx & Xxxxxx, L.L.P., counsel for the Partnership, 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.
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Opinion of Counsel for the Partnership. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx, L.L.P., counsel for the Partnership, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
Sample 1
Opinion of Counsel for the Partnership. DGI shall have received from Xxxxx & Xxxx LLP, counsel for the Partnership, an opinion dated the Closing Date, in form and substance satisfactory to DGI and its counsel, substantially to the effect that: (a) The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Company is a stock property and casualty insurance company duly organized, validly existing and in good standing under the laws of the State of Georgia; and the Company has full corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. The Company is duly admitted to do business and is in good standing as a foreign insurance company in each state where the failure to be so admitted would have a Company Adverse Effect. The Company has no subsidiaries. (c) The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $1.00 per share, of which 2,660,024 shares have been issued and are outstanding and are owned beneficially and of record by the Partnership; except for this Agreement, to the knowledge of such counsel there are no agreements, arrangements, options, warrants or other rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of capital stock of the Company and all of the issued and outstanding shares of common stock of the Company on the Closing Date are validly issued, fully paid and nonassessable with no liability attaching to the ownership thereof. (d) This Agreement and the transactions contemplated herein have been duly approved by all necessary partnership action of the Partnership. This Agreement has been duly and validly executed and delivered by the Partnership and such Agreement, assuming due execution by DGI, is the valid and binding agreement of the Partnership enforceable against the Partnership in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and that the remedy of specific performance is subject to the discretion of the court before which proceedings therefor are brought. (e) The Partnership has full power and authority to execute and deliver this Agreement and to perform its obligations thereunder. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein, nor compliance wit...
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Opinion of Counsel for the Partnership. On the Closing Date, the Underwriters shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Issuers, dated as of such Closing Date, the form of which is attached as Exhibit A.
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Opinion of Counsel for the Partnership. The favorable opinion of Xxxxxx & Xxxxxx LLP, counsel for the Partnership, in form and substance satisfactory to the Representatives and dated such Option Closing Date, relating to the Option Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(b) hereof.
Sample 1

Related to Opinion of Counsel for the Partnership

  • 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 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 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 Underwriter The opinion of Xxxxxx Price P.C., counsel for the Underwriter, dated such Date of Delivery, relating to the 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 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 Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • 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 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 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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