Opinion of Counsel for the Placement Agent Sample Clauses

Opinion of Counsel for the Placement Agent. The Placement Agent shall have received on and as of the Closing Date an opinion of Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel for the Placement Agent, with respect to such matters as the Placement Agent 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.
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Opinion of Counsel for the Placement Agent. On the Closing Date, the Placement Agent shall have received the opinion and negative assurance letter of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Placement Agent, addressed to the Placement Agent, dated as of the Closing Date in the form satisfactory to the Placement Agent.
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Opinion of Counsel for the Placement Agent. You shall have received on the Closing Date an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Placement Agent, in customary form. The Company shall have furnished to such counsel such documents as they may have requested for the purpose of enabling them to pass upon such matters.
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Opinion of Counsel for the Placement Agent. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, 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 Placement Agent shall have received the favorable written opinion or opinions of Hunton Xxxxxxx Xxxxx LLP, counsel for the Placement Agent and the Alternative Placement Agents, dated such date, with respect to such matters as the Placement Agent may reasonably request.
Sample 1
Opinion of Counsel for the Placement Agent. At Closing Time, the Placement Agent shall have received the favorable opinion, dated as of Closing Time, of Xxxxx Lovells US LLP, counsel for the Placement Agent with respect to the validity of the Securities, the Registration Statement, the Prospectus and other related matters as the Placement Agent may reasonably require. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Maryland, upon the opinions of counsel satisfactory to the Placement Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Sample 1
Opinion of Counsel for the Placement Agent. The Placement Agent shall have received on each Closing Date a favorable opinion from K&L Gates LLP, counsel for the Placement Agent, a negative assurance letter, dated such Closing Date, with respect to such matters as the Placement Agent may require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters.
Sample 1
Opinion of Counsel for the Placement Agent. On the Closing Date, the Placement Agent shall have received the favorable opinion of Proskauer Rose LLP, counsel for the Placement Agent, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Placement Agent, with respect to the issuance and sale of the Common Stock and Warrants, the Registration Statement, the Prospectus (together with any supplement thereto), the Disclosure Package and other related matters as the Placement Agent may reasonably require and are usual and customary, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
Sample 1
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Opinion of Counsel for the Placement Agent. All proceedings taken in connection with the authorization, issuance or sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to you and to counsel to the Placement Agent, and you shall have received from such counsel a favorable opinion, dated the Closing Date with respect to such of these proceedings as you may reasonably require. On or prior to the Closing Date, counsel for the Placement Agent shall have been furnished with such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 5.6, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.
Sample 1

Related to Opinion of Counsel for the Placement Agent

  • 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 the Depositary The Representatives shall have received an opinion, on and as of the Closing Date or such Additional Closing Date, as the case may be, of Xxxxxx Xxxxxxxx LLP, counsel for the Depositary, addressed to the Underwriters in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • 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 the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • 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 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.

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