Opinion of Foreign Counsel Sample Clauses

Opinion of Foreign Counsel. The Company and the Guarantors have taken reasonable best efforts to deliver to the Purchasers an opinion, dated the Closing Date, of foreign counsel for the foreign subsidiaries of the Company named in Schedule D hereto (each, an “Active Foreign Subsidiary”), with respect to the organization, existence and capitalization of, and certain defaults, conflicts and pending proceedings with respect to each Active Foreign Subsidiary that is substantially similar in form and substance to the opinion executed and delivered in connection with the Purchase Agreement, dated June 17, 2009, with respect to the Existing Notes, with such changes as may be satisfactory to the Purchaser and the Collateral Trustee, with such qualifications, assumptions and exceptions as are customary for the respective jurisdictions, and the Company and the Guarantors will deliver such opinion to the Purchasers no later than 60 days following the Closing Date.
Sample 1
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Opinion of Foreign Counsel. The Purchasers shall have received an opinion, dated the Closing Date, of foreign counsel for the foreign subsidiaries of the Company named in Schedule D hereto (each, an “Active Foreign Subsidiary”), with respect to the organization, existence and capitalization of, and certain defaults, conflicts and pending proceedings with respect to each Active Foreign Subsidiary and otherwise in form and substance satisfactory to the Purchaser and the Collateral Trustee, with such qualifications, assumptions and exceptions as are customary for the respective jurisdictions.
Sample 1
Opinion of Foreign Counsel. FOR THE COMPANY from each of the foreign counsel of the Company set forth below, in respect of the pledges of foreign stock, addressed to the Lenders, the Issuing Banks, the U.S. Administrative Agent, the European Administrative Agent and the Syndication Agent: a. Heller, Loeber, Bahn & Partners (Austria) x. Xxxxx & Xxxxxxx, L.L.P. (Belgium) x. Xxxxx & XxXxxxxx (England) d. Addleshaws Sons & Xxxxxx (England) e. X.X. Xxxxxxxxx (France) x. Xxxxxx, Aghina, Bonvicini & Ludergneni Italy)
Sample 1
Opinion of Foreign Counsel. Date: To: Federal Reserve Bank of Attention: Legal Department In re: Dear Sir or Madam: In connection with the authorization for (“Institution”) to establish a master account with the Federal Reserve Bank(s) of , you have requested that we furnish you with an opinion of counsel regarding the authority of the Institution, including its under the laws of . *, to engage in those activities We are counsel to the Institution in , , its and the country in which the Institution principally conducts its banking business. We are of the opinion that:
Sample 1
Opinion of Foreign Counsel. Romulo, Mabanta, Bxxxxxxxxxxx Xxxxx and de Los Angeles shall have furnished to the Representatives such counsel’s written opinion, as Philippine counsel to the Company, addressed to the Underwriters and dated the Closing Date, substantially in the form attached hereto as Exhibit B.
Sample 1
Opinion of Foreign Counsel. A legal opinion issued to Lenders by New Borrower's local counsel, in form and substance reasonably acceptable to Lenders.
Sample 1

Related to Opinion of Foreign Counsel

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • 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 substantially the form of Exhibit E 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 Tax Counsel On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Manager a written opinion of Hxxxxxxx LLP, tax counsel for the Company and the Operating Partnership, or other counsel satisfactory to the Manager, in form and substance satisfactory to the Manager and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager with a Reliance Letter to the effect that the Manager may rely on a prior opinion delivered under this Section 7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

  • 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 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 for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion of Counsel for Underwriter The Underwriter shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated such Closing Date, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

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