Opinion of Counsel to Company. Each Pass Through Trustee and Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel, an Associate General Counsel or an Assistant General Counsel of Company (or from such other internal counsel to Company as shall be reasonably satisfactory to Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) an opinion addressed to it from Debevoise & Xxxxxxxx LLP substantially in the form set forth in Exhibit A-2.
Opinion of Counsel to Company. The Administrative Agent shall have received one or more favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of counsel to the Company (which may include the general counsel or other internal counsel of the Company satisfactory to the Administrative Agent), in form and substance reasonably satisfactory to the Agents (and the Company hereby instructs such counsel to deliver such opinion(s)).
Opinion of Counsel to Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx & XxXxxxx LLP, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the state of Delaware.
(ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture and to issue, sell and deliver the Debt Securities.
(iii) This Agreement has been duly authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(v) No Governmental Approval is required ...
Opinion of Counsel to Company. On the date hereof, the Agents shall have received an opinion from Xxxxx Xxxxxxxxxx LLP, counsel to the Company, dated as of the date hereof and in form and substance satisfactory to counsel for the Agents to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.
(ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture, and to issue, sell and deliver the Notes.
(iii) This Agreement has been duly authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Notes, other than registration thereof under the 1933 Act, the qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes are to be offered or sold.
(vi) The Notes, when the final terms of a particular Note and its issuance and sale have bee...
Opinion of Counsel to Company. Each Pass Through Trustee and Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel or an Associate General Counsel of Company (or from such other internal counsel to Company as shall be reasonably satisfactory to Pass Through Trustees) substantially in the form set forth in Exhibit A-1, (ii) an opinion addressed to it from Debevoise & Xxxxxxxx LLP substantially in the form set forth in Exhibit A-2 and (iii) an opinion regarding Section 1110 matters addressed to it from Debevoise & Xxxxxxxx LLP substantially in the form set forth in Exhibit A-3.
Opinion of Counsel to Company. Each such Pass Through Trustee and Loan Trustee shall have received (i) an opinion addressed to it from the Owner’s Legal Department substantially in the form set forth in Exhibit A-1, (ii) an opinion addressed to it from Debevoise & Xxxxxxxx LLP substantially in the form set forth in Exhibit A-2 and (iii) an opinion regarding Section 1110 matters addressed to it from Debevoise & Xxxxxxxx LLP substantially in the form set forth in Exhibit A-3.
Opinion of Counsel to Company. The Lender shall have received an opinion of Cravath, Swaine & Xxxxx LLP, New York counsel to the Company, addressed to the Lender and dated the Closing Date, in form and substance reasonably satisfactory to the Lender (and each Loan Party hereby instructs such counsel to deliver such opinion to the Lender).
Opinion of Counsel to Company. Purchaser shall have received favorable opinions of Xxxxxxx Xxxx LLP, counsel for the Company, and of Xxxxxxx X. Xxxxxx & Associates, Chartered, special regulatory counsel for the Company, both dated the date of the Closing, in the form and substance reasonably satisfactory to the Purchaser.
Opinion of Counsel to Company. Shareholders shall have --------------------------------- delivered to Purchaser a favorable opinion of Company's counsel addressed to Purchaser, satisfactory in substance and form to Purchaser and its counsel and dated the date of Closing, at Company's or Majority Shareholders' expense, to the following effect:
Opinion of Counsel to Company. The Parent shall have received from DLA Piper Rudnick Gray Xxxx XX XXX, xxxxxxx xo the Company, an opinion dated as of the date the Registration Statement is declared effective, in the form mutually agreed to by the parties to the effect that the Merger will constitute a reorganization under the provisions of Section 368(a) of the Code.
2. AMENDMENT TO SECTION 7.
1. The following provision is added immediately following Section 7.1 (e):
