Opinion of Counsel to the Institution Sample Clauses

Opinion of Counsel to the Institution. In addition to the documents required pursuant to Article II of the Bond Resolution, at or prior to the delivery of any Series 2020A Bonds, there shall be delivered to the Issuer an opinion or opinions of counsel to the Institution, including in-house counsel to the Institution, in form and substance [reasonably] satisfactory to an Authorized Officer of the Issuer, addressed to the Issuer and the Institution, substantially to the effect that: (a) the Institution is a corporation duly incorporated and validly existing in good standing under the laws of the State, with corporate power and authority to own its properties and conduct its operations and affairs as described herein; (b) the Institution has full corporate power and authority to execute, make, deliver and perform this Loan Agreement, the Master Indenture, the Series 2020A Obligation and the Series 2020A Mortgage; and such Series 2020A Mortgage and each such other agreement have been duly authorized, executed, made and delivered by the Institution and are, and create, legal, valid and binding general obligations of the Institution, enforceable against it in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights generally and by the discretionary nature of equitable remedies; (c) assuming that the Mortgages are duly recorded, the Mortgages constitute valid, direct first mortgage liens upon the respective Mortgaged Property, subject only to Permitted Encumbrances, and the Institution or applicable Member of the Obligated Group, as the case may be, has good and marketable title to all such Mortgaged Property; (d) the Institution has full corporate power and authority to assign as security or grant to the Issuer and/or the Master Trustee a security interest in the Gross Revenues [of the Health Care and Other Designated Enterprises], Government Obligations, Exempt Obligations and other Securities to be delivered to the Trustee pursuant hereto and to the Resolution, and in the fixtures, furnishings and equipment owned by the Institution and located in or on, or used in connection with, the Touro College Project or any Mortgaged Property to the extent provided in this Loan Agreement or Section 3.01 of the Master Indenture, and all recordings or filings which are required in order to preserve and protect such security interests have been made, and such security interests are valid, binding an...
Sample 1
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Opinion of Counsel to the Institution. As a condition precedent to the issuance of the Bonds, the Authority and the Purchaser shall have received the opinion of counsel for the Institution to the Authority and the Purchaser and satisfactory in form and substance to Bond Counsel and Counsel for the Purchaser: (a) confirming certain representations and warranties of the Institution set forth in the Lease as reasonably requested by Bond Counsel; and (b) to the effect that (i) the Lease has been duly executed and delivered by the Institution and constitutes the legal, valid and binding obligation of the Institution, enforceable in accordance with its terms, except to the extent that the enforceability of may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and (ii) such other matters as Bond Counsel or Counsel for the Purchaser may reasonably require.
Sample 1
Opinion of Counsel to the Institution. ‌ In addition to the documents required pursuant to Article II of the Resolution, at or prior to the delivery of any Bonds there shall be delivered to the Authority an opinion or opinions of counsel to the Institution, in the form required by the Bond Purchase Agreement.
Sample 1

Related to Opinion of Counsel to the Institution

  • 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 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 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 Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • 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 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 Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.

  • 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.

  • 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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