Opinion of Counsel to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.
Opinion of Counsel to Agent. The Agent and the Collateral Agent, subject to Sections 6.01 and 6.03 and Sections 5.03 and 5.05, respectively, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance or lease, and any such assumption, complies with the provisions of this Article.
Opinion of Counsel to Agent. The Agent, subject to Sections 701 and 703, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Article.
Opinion of Counsel to Agent. 75 ARTICLE X Covenants................................................................ 76 Section 10.1. Performance Under Purchase Contracts.................... 76 Section 10.2. Maintenance of Office or Agency......................... 76 Section 10.3. Company to Reserve Common Stock......................... 77 v
Opinion of Counsel to Agent. The Tranche I Lessors shall have --------------------------- received a satisfactory opinion of counsel to Agent.
Opinion of Counsel to Agent. Each Subsequent Tranche Lessor --------------------------- shall have received a copy of the opinion of counsel to Agent described in Section 3.1(p), dated down as necessary or appropriate as of such -------------- Subsequent Tranche Funding Date, together with a letter from the counsel for Agent, stating that each such Subsequent Tranche Lessor and their respective counsel are entitled to rely on such opinion letter, or date down thereof, as of such Subsequent Tranche Funding Date.
Opinion of Counsel to Agent the opinion, dated as of such Settlement Date, of your counsel (i) to the effect that the opinions delivered pursuant to subsections 5(b)(1), 5(b)(2) and 5(b)(3) above appear on their face to be appropriately responsive to the requirements of this Agreement except, specifying the same, to the extent waived by you, and (ii) with respect to the Shares, this Agreement, the Registration Statement, the Prospectus, the documents incorporated by reference and such other related matters as you may require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal laws of the United States, upon the opinions of counsel reasonably satisfactory to you, including the opinion of Xxxxxxx Xxxxxxxx Xxxxxx as to matters of Bermuda law. 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 OEH and certificates of public officials.
Opinion of Counsel to Agent. 52 ARTICLE X Covenants
Opinion of Counsel to Agent. 61 ARTICLE X Covenants ................................................................. 61 Section 10.1. Performance Under Purchase Contracts ...................... 61 Section 10.2. Maintenance of Office or Agency. .......................... 62 Section 10.3. Company to Reserve Common Stock. ......................... 62 Section 10.4. Covenants as to Common Stock. ............................. 63 Section 10.5. Statements of Officers of the Company as to Default. ................................................. 63 EXHIBIT A PURCHASE CONTRACT AGREEMENT, dated as of __________, 1997, between CMS Energy Corporation, a Michigan corporation (the "Company"), and ___________, acting as purchase contract agent for the Holders of Securities from time to time (the "Agent").
Opinion of Counsel to Agent. 76 ARTICLE X Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Section 10.1. Performance Under Purchase Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Section 10.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Section 10.3. Company to Reserve Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Section 10.5. Statements of Officers of the Company as to Default . . . . . . . . . . . . . . . . . . . . . . . . 78 EXHIBIT A Form of Income PRIDES Certificate EXHIBIT B Form of Growth PRIDES Certificate EXHIBIT C Instruction to Collateral Agent EXHIBIT D Instruction to Purchase Contract Agent PURCHASE CONTRACT AGREEMENT, dated as of _________ __, 1997, between American Heritage Life Investment Corporation, a Florida corporation (the "Company"), and The First National Bank of Chicago, a national banking association, acting as purchase contract agent for the Holders of Securities from time to time (the "Agent").
