Opinion of In-House Counsel for Company Sample Clauses

Opinion of In-House Counsel for Company. The Underwriters shall have received an opinion, dated the Closing Date, of Xxxxx Xxxxxxx, General Counsel to the Company, substantially in the form of Exhibit B hereto.
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Opinion of In-House Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated the Closing Time, of Xxxx X. Ale, Senior Vice President, General Counsel and Secretary of the Company, in form and substance reasonably satisfactory to the Representative, 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 the Representative may reasonably request.
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Opinion of In-House Counsel for Company. The Manager shall have received an opinion of Xxxxxx X. Xxxxxxx, Executive Vice President, General Counsel and Secretary of the Company, on the date of this Agreement and on every Bring-Down Date, dated such date, that: (i) The Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification. (ii) To the knowledge of such counsel, after due inquiry, there are no contracts, agreements or understandings between the Company and any person granting such person registration rights. (iii) The capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (iv) All of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable. (v) The capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from any perfected security interest. (vi) To the knowledge of such counsel, after due inquiry, there are no legal or governmental proceedings required to be described in the Prospectus that are not described as required or no contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed as required. (vii) The Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them. On each Bring-down Date that relates to a sale of Shares under this Agreement, the Manager shall also have received an opinion of Xxxxxx X. Xxxxxxx, in-house counsel to the Company, dated such date, of the same tenor as the opinion referred to in Section 5(e) of this Agreement, modified to relate also to the General Disclosure Package.
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Opinion of In-House Counsel for Company. If requested by the Representative, the favorable opinion of Xxxx X. Ale, Senior Vice President, General Counsel and Secretary of the Company, in form and substance reasonably satisfactory to the Representative, 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.
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Opinion of In-House Counsel for Company. The Purchasers shall have received an opinion, dated such Closing Date, of Xxxxx Xxxxxxx, General Counsel to the Company, substantially in the form of Exhibit B hereto.
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Opinion of In-House Counsel for Company. The Representative shall have received an opinion, dated the Closing Date, of in-house counsel for the Company, in substantially the form of Schedule E.
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Opinion of In-House Counsel for Company. The favorable opinion of in-house counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to certain litigation matters and otherwise to the same effect as the opinion required by Section 5(c) hereof.
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Related to Opinion of In-House Counsel for Company

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • 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 PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Opinion of Intellectual Property Counsel for Company At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Fox Rothschild LLP, intellectual property 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.

  • Opinions of Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & 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 Exhibits A and B hereto, respectively, 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 Intellectual Property Counsel for the Company Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, intellectual property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • 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 and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

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