OPINION OF COUNSEL TO INVESTMENT MANAGER Sample Clauses

OPINION OF COUNSEL TO INVESTMENT MANAGER. At the Closing Date, the Dealer Manager shall have received the opinion of Mayor, Day, Caldwell & Keeton, L.L.P., counsel for the Investment Manager, dated thx Xxxxing Date, addressed to the Dealer Manager and in form and substance reasonably satisfactory to the Dealer Manager, to the effect that: (i) The Investment Manager has been duly organized and is validly existing as a corporation in good standing under the State of Delaware. (ii) The Investment Manager is duly registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Company Act from acting under the Management Agreement as investment adviser to the Fund as contemplated by the Prospectus. (iii) Each of the Fund Agreements to which the Investment Manager is a party has been duly and validly authorized, executed and delivered by the Investment Manager, and is a valid and binding obligation of the Investment Manager, enforceable against the Investment Manager in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar law affecting creditors' rights generally, or by general equitable principles except to the extent that rights to indemnity hereunder may be limited by federal or state securities laws or the public policy underlying such laws . (iv) The execution, delivery and performance of the Fund Agreements to which the Investment Manager is a party will not violate or conflict with the Investment Manager's Certificate of Incorporation or Bylaws, or, to the knowledge of such counsel, any law, rule, regulation, order, judgment or decree of any court, Federal or state regulatory body, self-regulatory organization, stock exchange or securities association having jurisdiction over it or its properties or operations, or violate, conflict with, result in the breach of, require any consent under, or result in the creation of any liens on any assets or properties of the Investment Manager pursuant to, any contract, indenture, mortgage, loan, agreement, note, lease or other instrument to which it is a party of by which it or its properties may be bound. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Investment Manager or any of its properties or assets or of or with any other person, entity or group is, to the knowledge of...
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Related to OPINION OF COUNSEL TO INVESTMENT MANAGER

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Counsel for Underwriter The opinion of Xxxxxx Price P.C., counsel for the Underwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • Opinion of Counsel to Trustee The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, 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 to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • 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 of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • 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.

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