Opinion of Guarantor’s Counsel Sample Clauses

Opinion of Guarantor’s Counsel. Bank shall have received a favorable legal opinion provided by Hong Kong counsel to Bank on enforceability of Guarantor’s stock pledge of Corsair Hong Kong Ltd.
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Opinion of Guarantor’s Counsel. The Lenders shall have received from Guarantor's Counsel an opinion in a form satisfactory to the Lenders and Lenders' Counsel, in each case acting reasonably.
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Opinion of Guarantor’s Counsel. Bank shall have received the written opinion addressed to it of counsel for Guarantor satisfactory to Bank as to matters contained in Section 4 (a) - (f), and (h) of the Guaranty Agreement and the pledge of all of Debtor's issued and outstanding stock to Bank.
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Opinion of Guarantor’s Counsel. Seller shall have received from legal counsel for Guarantor a duly executed original legal opinion dated as of the Closing Date, in form and substance acceptable to Seller, opining to Seller that: (a) upon due execution and recordation or filing as may be specified in the opinion, the Subordination Agreement is and shall be a legal, valid and binding instrument, enforceable against Guarantor in accordance with its terms; (b) the Subordination Agreement has been duly executed and delivered by Guarantor; and (c) such other matters, incident to the transactions contemplated hereby, as Seller may reasonably request.
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Opinion of Guarantor’s Counsel. A written opinion, dated the Agreement Execution Date, from outside counsel for the Guarantors which counsel is reasonably satisfactory to Administrative Agent, substantially in the form attached hereto as Exhibit E.
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Opinion of Guarantor’s Counsel. An opinion from each Guarantor's legal counsel, substantially in the form of Schedule "2.8(a)" and "2.8(b)" attached hereto.
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Opinion of Guarantor’s Counsel. Within thirty (30) days of the Effective Date, the Credit Parties shall deliver to Bank a written opinion of the Guarantor’s legal counsel in the form and substance reasonably acceptable to the Bank, which shall include, without limitation, each of the opinions listed on the Form of Opinion of Guarantor’s Counsel included in Exhibit D attached hereto, subject to customary exceptions and assumptions. If Guarantor does not deliver such opinion to Bank on or prior to thirty (30) days after the Effective Date, the Credit Parties shall pay to Bank three hundred seventy five thousand dollars ($375,000) on the thirty-first (31st) day following the Effective Date in immediately available funds. For the avoidance of doubt, no Discretionary Excess Cash Flow Distributions shall be made until this Section 5.20 has been satisfied in form and substance acceptable to Bank.
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Opinion of Guarantor’s Counsel. Prior to the Funding Date with respect to the initial advance under the New Equipment Subfacility, Lender shall have received an opinion of legal counsel for Guarantor in form and substance satisfactory to Lender and addressing such matters as Lender may reasonably request. In no event, including Borrower’s failure to request an Equipment Loan Advance within thirty (30) days of the Effective Date hereof (excluding the initial Equipment Loan Advance), shall the legal opinion required under this Section 4(b)(ix) be delivered to Lender more than thirty (30) days after the Effective Date, and failure to satisfy such requirement by such date shall constitute and Event of Default hereunder.
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Opinion of Guarantor’s Counsel. A favorable opinion of ------------------------------ Lackowicz & Shier, special counsel for the Guarantors, covering such matters as xxx Lender shall reasonably require (and the Guarantors hereby instruct such counsel to deliver such opinion to the Lender).
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Related to Opinion of Guarantor’s Counsel

  • 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 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).

  • 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 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 Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

  • 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.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  • Release of Guarantors Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of Xxxxxxxx & Xxxx LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative.

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

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