Opinion of General Counsel of Company. The opinion of the General Counsel of the Company to the effect that:
(A) Each Significant Subsidiary organized under the laws of a U.S. jurisdiction is validly existing in good standing under the laws of the jurisdiction of its organization and, to such counsel’s knowledge, each of the Company and each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect.
(B) Each Significant Subsidiary has the power and authority to own, lease and operate its properties and to conduct its business as currently conducted and as described in the Pricing Disclosure Package and the Final Supplemented Prospectus.
(C) To such counsel’s knowledge, there are no legal or governmental proceedings before any court or governmental agency, authority or body or any arbitrator pending or threatened which are required to be disclosed in the Pricing Disclosure Package and the Final Supplemented Prospectus, other than those disclosed therein.
(D) The execution and delivery by the Company of this Agreement, the Indenture and the Securities, the performance by the Company of its agreements herein and therein and the incurrence by the Company of the indebtedness to be evidenced by the Securities will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Significant Subsidiary under any contract, indenture, mortgage, loan agreement, note, lease or other instrument known to such counsel and to which the Company or any Significant Subsidiary is a party or by which any of them are bound or to which any property or assets of the Company or any such Significant Subsidiary is subject.
(E) The Company’s authorized and outstanding equity capitalization is as set forth in the Pricing Disclosure Package and the Final Supplemented Prospectus as of the date or dates indicated herein; and the Securities conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Final Supplemented Prospectus.
(F) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the...
Opinion of General Counsel of Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxx, General Counsel and Secretary of 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 B hereto and to such further effect as counsel to the Underwriters may reasonably request.
Opinion of General Counsel of Company. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxxxxx, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.
Opinion of General Counsel of Company. The favorable opinion of Sxxxx Xxxx, Esq., general counsel of the Company, 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(c) hereof.
Opinion of General Counsel of Company. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of M. Xxxxx Xxxxxx, Esq., General Counsel of the Company, in form and substance satisfactory to counsel for the U.S. Underwriters, to the effect set forth in Exhibit A-1 hereto and to such further effect as counsel to the U.S. Underwriters may reasonably request.
Opinion of General Counsel of Company. Parent and Sub shall have received an opinion of counsel from the General Counsel to the Company, dated the Closing Date, substantially to the effect that:
Opinion of General Counsel of Company. The General Counsel of the Company shall have furnished to the Underwriter such General Counsel’s written opinion addressed to the Underwriter and dated the Time of Purchase and any Additional Time of Purchase, as the case may be, in the form agreed as of the date hereof.
Opinion of General Counsel of Company. The Company shall have furnished to the Underwriters the opinion of General Counsel of the Company, dated the Closing Date, in form and substance satisfactory to Counsel for the Underwriters, to the effect that:
(i) to the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened against the Company or its subsidiaries that are required to be disclosed in the Registration Statement and the Prospectus pursuant to the Act, the Exchange Act or the Regulations, other than those disclosed therein;
(ii) each Incorporated Document as originally filed pursuant to the Exchange Act (except as to financial statements and other financial data contained therein, upon which such opinion need not pass) complied as to form when so filed in all material respects with the requirements of the Exchange Act and the Regulations thereunder; and
(iii) the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any order, rule or regulation applicable to the Company of any court or any federal regulatory body having jurisdiction over the Company or its properties, the effect of which, singly or in the aggregate, is material to the Company. In rendering such opinion, General Counsel to the Company may rely, (i) as to matters involving the application of the laws of the State of New York, upon the opinion of Counsel for the Underwriters rendered pursuant to Section 6(d) hereof and (ii) as to matters of fact, to the extent deemed proper, on certificates of public officials. References to the Registration Statement and the Prospectus in this Section 6(c) shall include any amendments or supplements thereto at the date such opinion is rendered.
Opinion of General Counsel of Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx X. Xxxxx, XX, Vice President and General Counsel of the Company, in form and substance satisfactory to counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers to the effect set forth in Exhibit A-2 hereto and to such further effect as counsel to the Initial Purchasers may reasonably request.
Opinion of General Counsel of Company. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxxx X. XxXxxxxxx, General Counsel of the Company, in form and substance satisfactory to counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers, to the effect set forth in Exhibit B hereto with such qualifications and explanatory notes thereto as counsel to the International Managers may reasonably accept.
