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 the Company. The opinion of Associate General Counsel, Corporate Treasury of the Company, or other counsel satisfactory to the Underwriters, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect that:
(A) The Company has been duly incorporated and is validly existing under the laws of the State of Delaware.
(B) This Agreement has been duly authorized, executed and delivered by the Company.
(C) Neither the execution and delivery of this Agreement nor the issuance and sale of the Preferred Stock by the Company as provided herein will (i) contravene the certificate of incorporation or by-laws of the Company or (ii) result in any violation of any of (A) the terms or provisions of any law, rule or regulation of the State of New York, the corporate laws of the State of Delaware or the federal law of the United States of America to which the Company is subject (other than with respect to applicable securities or Blue Sky laws, as to which such counsel need not express any opinion) or (B) the terms of any indenture, mortgage or other agreement or instrument known to such counsel by which the Company or any of its subsidiaries is bound and which is material to the Company and its subsidiaries taken as a whole.
(D) The statements contained in the Preliminary Prospectus (excluding the Base Prospectus) and the Prospectus (excluding the Base Prospectus) under the captions “Description of the Preferred Stock” and “Underwriting” insofar as such statements purport to summarize certain provisions of documents (or provisions thereof) or statutes (or provisions thereof) referred to therein, fairly present the matters referred to therein.
(E) Each document incorporated by reference in each of the Registration Statement, the Pricing Disclosure Material and the Prospectus which was filed pursuant to the 1934 Act (except for the financial statements and schedules and other financial and statistical material contained or incorporated by reference therein or omitted therefrom, as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the 1934 Act and the applicable rules and regulations of the Commission thereunder.
(F) The Registration Statement is effective under the 1933 Act and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Co...
Opinion of Counsel to the Company. The Placement Agent shall have received from counsel to the Company such counsel’s written opinion, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.
Opinion of Counsel to the Company. Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Xxxx X. Xxxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees), substantially in the form set forth in Exhibit A.
Opinion of Counsel to the Company. The Representatives shall have received an opinion, dated the Closing Date, of the Counsel to the Company, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit D hereto.
Opinion of Counsel to the Company. The Investors shall have received an opinion of counsel to the Company in form and substance reasonably satisfactory to the Investors.
Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Xxxxx LLP counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that:
(i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or thereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable.
(ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of this Agreement, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable.
(iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” and in the Prospectus under the caption “Description of Notes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute...
Opinion of Counsel to the Company. The Representatives shall have received the opinion and negative assurance letter, each dated the Closing Date and any Option Closing Date, as the case may be, reasonably satisfactory in form and substance to counsel for the Underwriters, from Xxxx, Xxxxxx & Xxxxxxxxx LLP, counsel to the Company, to the effect set forth in Exhibit B.
Opinion of Counsel to the Company. On the date of this Agreement, the Agent shall have received the favorable written opinion or opinions of Xxxxx & Xxxxxx, LLP, counsel to the Company, dated such date, to the effect set forth in Exhibit A hereto and to such further effect as the Agent may reasonably request.
Opinion of Counsel to the Company. On each of the First Closing Date and the Second Closing Date, if any, the Representative shall have received the favorable opinion of Xxxxxxx Xxxxxxxx X.X., counsel for the Company, dated as of such Closing Date, the form of which is attached hereto as Exhibit A (the "Form of Legal Opinion of Counsel to the Company"). The Representative shall have received such additional number of conformed copies of such counsel's legal opinion as the Representative may request for each of the several Underwriters.
