Common use of Opinion of Counsel to the Agents Clause in Contracts

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to 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 Distribution Agreement has been duly authorized, executed and delivered by the Company. (iii) Assuming due authorization, execution and delivery by each party thereto, the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability. (iv) Assuming the terms of a particular tranche of Notes have been duly authorized and established in accordance with all required corporate action in conformity with the requirements of the Indenture, the Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof against payment therefor, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Notes are to be issued.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Agents, to the effect that: (i) The Company is validly existing as a corporation validly existing and in good standing under the laws of the state State of Delaware. (ii) The Distribution Agreement has been duly authorized, executed and delivered by the Company. (iii) Assuming due authorization, execution and delivery by each party thereto, the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). (iv) Assuming the terms of a particular tranche of Notes have been duly authorized and established in accordance with all required corporate action in conformity with the requirements of the Indenture, the Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof against payment therefor, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), and will be entitled to the benefits of the Indenture pursuant to which such Notes are to be issued.

Opinion of Counsel to the Agents. The opinion of Xxxxx Dxxxx Xxxx & Xxxxxxxx Wxxxxxxx LLP, counsel to the Agents, to the effect that: (i) The Company is a corporation validly existing and as a limited liability company in good standing under the laws of the state State of Delaware. (ii) The Guarantor is validly existing as a corporation in good standing under the laws of the State of Delaware. (iii) The Distribution Agreement has been duly authorized, executed and delivered by the CompanyCompany and the Guarantor. (iiiiv) Assuming due authorization, execution and delivery by each party thereto, the Indenture (including the Guarantee set forth therein) is a valid and binding agreement of the CompanyCompany and the Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). (ivv) Assuming the terms of a particular tranche of Notes have been duly authorized and established in accordance with all required corporate action in conformity with the requirements of the Indenture, the Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof against payment therefor, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), and will be entitled to the benefits of the Indenture pursuant to which such Notes are to be issued.

Opinion of Counsel to the Agents. The opinion of Xxxxx Dxxxx Xxxx & Xxxxxxxx Wxxxxxxx LLP, counsel to the Agents, to the effect that: (i) The Company is validly existing as a corporation validly existing and in good standing under the laws of the state State of Delaware. (ii) The Distribution Agreement has been duly authorized, executed and delivered by the Company. (iii) Assuming due authorization, execution and delivery by each party thereto, the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). (iv) Assuming the terms of a particular tranche of Notes have been duly authorized and established in accordance with all required corporate action in conformity with the requirements of the Indenture, the Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof against payment therefor, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), and will be entitled to the benefits of the Indenture pursuant to which such Notes are to be issued.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Agents, to the effect that: (i) The Company is a corporation validly existing and as a limited liability company in good standing under the laws of the state State of Delaware. (ii) The Guarantor is validly existing as a corporation in good standing under the laws of the State of Delaware. (iii) The Distribution Agreement has been duly authorized, executed and delivered by the CompanyCompany and the Guarantor. (iiiiv) Assuming due authorization, execution and delivery by each party thereto, the Indenture (including the Guarantee set forth therein) is a valid and binding agreement of the CompanyCompany and the Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). (ivv) Assuming the terms of a particular tranche of Notes have been duly authorized and established in accordance with all required corporate action in conformity with the requirements of the Indenture, the Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof against payment therefor, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicabilityapplicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), and will be entitled to the benefits of the Indenture pursuant to which such Notes are to be issued.