Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in form and substance satisfactory to the Underwriter. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 4 contracts
Samples: Underwriting Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Biomarin Pharmaceutical Inc)
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP, counsel for the Underwriter, in form and substance satisfactory to together with signed or reproduced copies of such letter for the Underwriter. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 Subsidiaries and certificates of public officials.
Appears in 4 contracts
Samples: Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.)
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx Sidley Austin LLP, counsel for the Underwriter, in form and substance reasonably satisfactory to the Underwriter. 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 and the federal law securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.
Appears in 3 contracts
Samples: Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD), www.sec.gov
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in form and substance satisfactory with respect to the Underwritermatters to be agreed upon. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 2 contracts
Samples: Purchase Agreement (MSC Industrial Direct Co Inc), Purchase Agreement (MSC Industrial Direct Co Inc)
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Shearman & Xxxxxxx Sterling LLP, counsel for the Underwriter, in form and substance reasonably satisfactory to the Underwriter. 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 York, and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 Subsidiaries, certificates of officers of the Selling Stockholder and certificates of public officials.
Appears in 2 contracts
Samples: Purchase Agreement (Timken Co), Purchase Agreement (Ingersoll Rand Co)
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in the form and substance satisfactory to the Underwriter. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Baker & Xxxxxxx Hostetler LLP, counsel for the UnderwriterUnderwriters, in form and substance satisfactory to the Underwriterwith respect tx xxxh mxxxxxx xx it may reasonably request. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the UnderwriterCompany. 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 Subsidiaries and certificates of public officials.
Appears in 1 contract
Samples: Semco Energy Inc
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Fried, Frank, Harris, Sxxxxxx & Xxxxxxx Jxxxxxxx LLP, counsel for the Underwriter, in form and substance satisfactory with respect to the Underwritermatters to be agreed upon. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable an opinion, dated as of the Closing Time, of Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Xxxxxxx Fxxx LLP, counsel for the Underwriter, in form and substance satisfactory to the Underwriter. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Shearman & Xxxxxxx LLPSterling, counsel for the Underwriter, in a form and substance satisfactory to the Underwriter. 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 and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in a form and substance satisfactory to the Underwriter. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Samples: Purchase Agreement (Lincoln Educational Services Corp)
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx LLPDewex Xxxxxxxxxx XXX, counsel for the Underwriter, in form and substance satisfactory with respect to the Underwritersuch matters as it may reasonably request. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the UnderwriterCompany. 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.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in form and substance satisfactory to the Underwriter. 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 and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Latxxx & Xxxxxxx LLPWatxxxx XXP, counsel for the Underwriter, in a form and substance satisfactory to the Underwriter. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Samples: Purchase Agreement (Lincoln Educational Services Corp)
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx, Procter & Xxxxxxx Xxxx LLP, counsel for the Underwriter, in form and substance satisfactory to the Underwriter. In giving such opinion 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 and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel reasonably satisfactory to the Underwriter. 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.
Appears in 1 contract
Samples: Purchase Agreement (Cabot Industrial Properties Lp)
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Shearman & Xxxxxxx Sterling LLP, counsel for the Underwriter, in a form and substance satisfactory to the Underwriter. 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 and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx Sidley Austin LLP, counsel for the Underwriter, in form and substance satisfactory with respect to the Underwriteragreed upon matters. 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 and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Operating Partnership, Company and its their respective subsidiaries and certificates of public officials.
Appears in 1 contract
Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Shearman & Xxxxxxx LLPSterling, counsel for the Underwriter, in form and substance satisfactory Underwriter with respect to such matters as are reasonably requested by the Underwriter. In giving such opinion 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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.
Appears in 1 contract
Samples: Purchase Agreement (Tiffany & Co)