OPINION OF COUNSEL TO STANDARD AND BANK Sample Clauses

OPINION OF COUNSEL TO STANDARD AND BANK. TCF shall have received an opinion letter dated as of the Effective Date addressed to TCF from Xxxxxxx X. Xxxxxxxx, Vice President and General Counsel of Standard, based on customary reliance (including reliance on in- house and/or local counsel as to matters other than federal law) and subject to customary qualifications, to the effect that: (i) Standard is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. New Bank and Bank are each a federally chartered savings bank duly organized and validly existing under the laws of the United States. (ii) Each of [specified principal Standard Subsidiaries] is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. (iii) The execution and delivery of this Agreement and the Articles of Merger by Standard and New Bank to which each is a party and the consummation of the transactions contemplated hereby and thereby will not constitute a breach, default or violation under the respective Charter or Bylaws of Standard or New Bank or any of [specified principal Standard Subsidiaries] or, to the best of such counsel's Knowledge, (A) any material agreement, arrangement or understanding to which Standard, New Bank or any of [specified principal Standard Subsidiaries] is a party, (B) any material license, franchise or permit affecting Standard, New Bank or any of [specified principal Standard Subsidiaries] or (C) any material law, regulation, order, judgment or decree applicable to Standard, New Bank or any of [specified principal Standard Subsidiaries]. (iv) The authorized capital of New Bank consists of _____________ shares of common stock of which shares are duly issued and outstanding. (v) No holder of the capital stock of New Bank is entitled to any preemptive or other similar rights with respect to the capital stock of New Bank. (vi) All of the issued and outstanding shares of each the Standard Subsidiaries are duly authorized, validly issued, fully paid and nonassessable. (vii) Each of Standard and the Standard Subsidiaries has the corporate power to consummate the transactions on its respective part contemplated by this Agreement and the Articles of Merger. Standard and New Bank have duly taken all requisite corporate action to authorize this Agreement and the Articles of Merger and this Agreement and the Articles of Merger have been duly executed and delivered by Standard or New Bank, as the case may b...
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Related to OPINION OF COUNSEL TO STANDARD AND BANK

  • 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.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • 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 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 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 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 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 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 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.

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