Opinion of Counsel to the Authority Sample Clauses

Opinion of Counsel to the Authority. There shall have been delivered to TDF an opinion of counsel to the Authority, dated the Date of Issuance and in form and substance satisfactory to TDF, covering the matters set forth in Section 2.08(g) of the Trust Agreement, in Section 8(f) of the Bond Purchase Agreement and such other matters as TDF may reasonably request.
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Opinion of Counsel to the Authority. A written opinion of Counsel to the Authority, addressed to the Bank, dated the Closing Date in the form and substance agreed to by the Counsel to the Authority and the Bank, including, without limitation, language to the effect that: (i) the Authority has taken all actions, and has obtained any approvals, necessary to the authorization, execution, delivery and performance by the Authority of this Agreement, the Fee Letter and the Bank Note and (ii) this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered by the Authority and are the valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as may be limited by the valid exercise of judicial discretion and the constitutional powers of the United States of America and to valid bankruptcy, insolvency, reorganization or moratorium or other similar laws applicable to the Authority and equitable principles relating to or affecting creditors’ rights generally from time to time.
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Opinion of Counsel to the Authority. The Liquidity Provider shall have received a written opinion of Bond Counsel (as defined in the Resolution), covering matters relating to the transactions contemplated by this Agreement and the other Transaction Documents, in form and substance satisfactory to the Liquidity Provider.
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Opinion of Counsel to the Authority. The Bank shall have received a written opinion of counsel to the Authority, addressed to the Bank, dated the Closing Date in form and substance satisfactory to the Bank and Bank Counsel.
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Opinion of Counsel to the Authority. The Underwriter shall have received an opinion of Philxx Xxxxxx, Xxquire, Counsel to the Authority, dated the Closing Date and addressed to the Underwriter and the Authority, to the effect that (i) no litigation before any court of the United States of America sitting in the Commonwealth or of the Commonwealth is pending or, to his knowledge, threatened in any way affecting the existence of the Authority or the titles of its members to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indentures, or the collection or application of revenues of the Authority pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof or of the proceeds of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Indentures, the Resolution, the Installment Sale Agreements, this Purchase Agreement, or any action of the Authority contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Authority or its authority with respect to the Bonds, the Indentures, the Resolution, the Installment Sale Agreements, this Purchase Agreement or any action on the part of the Authority contemplated by any of said documents or the Official Statement; (ii) the Authority is a duly organized and existing public body corporate and politic of the
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Opinion of Counsel to the Authority. An opinion of counsel to the Authority, dated the date of Closing, in form and substance satisfactory to the Underwriter, addressed to the Authority, the Trustee and the Underwriter, to the effect that:
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Related to Opinion of Counsel to the Authority

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • 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 to Buyer The Sellers shall have received an opinion of counsel to Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Sellers.

  • 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 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 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.

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