Common use of Opinion of Counsel for the Selling Stockholder Clause in Contracts

Opinion of Counsel for the Selling Stockholder. The Underwriter shall have received an opinion, dated the Closing Date and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable to the Underwriter and its counsel.

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

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Opinion of Counsel for the Selling Stockholder. The Underwriter Bxxx X. Xxxxxx, General Counsel for the Selling Stockholder, shall have received an furnished to the Underwriter, at the request of the Selling Stockholder, his written opinion, dated the Closing Date and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriter, to the effect set forth in Annex B hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Universal Compression Inc), Underwriting Agreement (Weatherford International LTD)

Opinion of Counsel for the Selling Stockholder. The Underwriter Xxxx Xxxxxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriter, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriter, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Magellan Health Services Inc)

Opinion of Counsel for the Selling Stockholder. The At the Closing Time, the Underwriter shall have received an the favorable opinion, dated as of the Closing Date and addressed to the UnderwriterTime, of Xxxxxx XxxxxXxxxx X. Xxxxxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager general counsel of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to counsel for the Underwriter, together with signed or reproduced copies of such letter for the Underwriter to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter and its counselmay reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Arch Coal Inc)

Opinion of Counsel for the Selling Stockholder. The Underwriter Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriter, at the request of the Selling Stockholder, their written opinion, dated the Closing Date Date, and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Vertiv Holdings Co)

Opinion of Counsel for the Selling Stockholder. The Underwriter Xxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriter, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriter, to the effect set forth in Annex C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Exco Resources Inc)

Opinion of Counsel for the Selling Stockholder. The Underwriter Sidley Axxxxx Xxxxx & Wxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Representatives, at the request of the Selling Stockholder, its written opinion, dated the Closing Date and addressed to the UnderwriterUnderwriters, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselRepresentatives, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Marinemax Inc)

Opinion of Counsel for the Selling Stockholder. The Underwriter Rxxx Xxxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Representative, at the request of the Selling Stockholder, its written opinion, dated the Closing Date and addressed to the UnderwriterUnderwriters, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (in the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable to the Underwriter and its counselattached as Annex E hereto.

Appears in 1 contract

Samples: Underwriting Agreement (DealerTrack Holdings, Inc.)

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Opinion of Counsel for the Selling Stockholder. The Underwriter Mxxxxx, Xxxxx & Bockius LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriters, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder)Underwriters, substantially in the form and substance reasonably acceptable to the Underwriter and its counselset forth in Annex B-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Vertiv Holdings Co)

Opinion of Counsel for the Selling Stockholder. The Underwriter Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriters, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the UnderwriterUnderwriters, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (LEGALZOOM.COM, Inc.)

Opinion of Counsel for the Selling Stockholder. The Underwriter Xxxxxx, Xxxxx & Bockius LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriters, at the request of the Selling Stockholder, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwriterUnderwriters, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Vertiv Holdings Co)

Opinion of Counsel for the Selling Stockholder. The Underwriter Xxxx Xxxxxxx & Xxxxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriter, at the request of the Selling Stockholder, their written opinion, dated the Closing Date Date, and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriter, to the effect set forth in Annex A2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Avalonbay Communities Inc)

Opinion of Counsel for the Selling Stockholder. The Underwriter Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, shall have received an furnished to the Underwriter, at the request of the Selling Stockholder, their written opinion, dated the Closing Date Date, and addressed to the Underwriter, of Xxxxxx Xxxxx, Assistant General Counsel of Warburg Pincus LLC (the manager of the Selling Stockholder), substantially in form and substance reasonably acceptable satisfactory to the Underwriter and its counselUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Coty Inc.)

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