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Opinion of Counsel for the Special Servicer Sample Clauses

Opinion of Counsel for the Special Servicer. Counsel for the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, which will include an opinion as to the compliance of the disclosure in the Preliminary Prospectus and the Prospectus with respect to the Special Servicer with the requirements of Regulation AB and that such disclosure in the Preliminary Prospectus, as of the Time of Sale, and in the Prospectus, as of its date and as of the Closing Date, does not contain an untrue statement of any material fact or omit 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.
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Opinion of Counsel for the Special Servicer. Counsel for the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, which will include an opinion as to the compliance of the disclosure with respect to the Special Servicer with the requirements of Regulation AB and that such disclosure does not contain an untrue statement of any material fact or omit to state a material fact necessary in order to make the statements therein (in the case of any item comprising the Time of Sale Information, when read in connection with the other items comprising the Time of Sale Information delivered to investors in the Offered Certificates as of the applicable Time of Sale), in the light of the circumstances under which they were made, not misleading.
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Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation under the laws of the State of Florida with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction...
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Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Lead Underwriters its opinion, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Lead Underwriters.
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Opinion of Counsel for the Special Servicer. At the Closing Time, each Underwriter shall have received the favorable opinion, dated as of the Closing Time, of counsel for the Special Servicer, in form and substance satisfactory to counsel for the Underwriters.
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Related to Opinion of Counsel for the Special Servicer

  • 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 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 Selling Stockholder Xxxxxxxx Chance, counsel for the Selling Stockholder, shall have furnished to you, 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 you, in form and substance reasonably satisfactory to you, to the effect set forth in Annex C hereto.

  • Opinion of Counsel for the Selling Stockholders Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, 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 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.

  • 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 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 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 and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives 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 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.

Most Referenced Clauses

Most Referenced Definitions