Opinion of Independent Counsel Sample Clauses

Opinion of Independent Counsel. WPSC shall have been ------------------------------ furnished with an opinion of independent counsel for MGE, dated as of the date of the closing, to the effect that: (a) MGE is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin and has corporate power and authority to convey its interest in the Nuclear Plant to be transferred by it hereunder, to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance by MGE of this Agreement have been duly authorized by all necessary corporate action on the part of MGE, do not contravene the Articles of Incorporation or Bylaws of MGE, and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract or other instrument to which MGE is a party or by which MGE is bound; and this Agreement constitutes a legal, valid and binding obligation of MGE enforceable in accordance with its terms, except as limited by general principles of equity, and applicable bankruptcy, insolvency, reorganization or similar laws at the time in effect; (c) there are no actions, suits, proceedings pending or, to the best knowledge of such counsel (having made diligent inquiry with respect thereto), threatened against or affecting MGE before any court or administrative body or agency which might materially adversely affect the ability of MGE to perform its obligations under this Agreement; (d) the conveyances and instruments executed by MGE in connection with the Closing have been duly authorized, executed and delivered by MGE and are effective to vest in WPSC good and marketable title in and to the interest required to be conveyed to MGE hereunder in the Nuclear Plant; (e) the instruments delivered to WPSC to convey MGE's interest in the Nuclear Plant have been duly authorized, executed and delivered and are effective to make the conveyance purported to be made.
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Opinion of Independent Counsel. 13 Outstanding............................................................13
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Opinion of Independent Counsel. 7 "OUTSTANDING"..............................................................................................7 "PAYING AGENT".............................................................................................8 "PERSON"...................................................................................................8 "PREDECESSOR SECURITY".....................................................................................9 "PREFERRED STOCK"..........................................................................................9
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Opinion of Independent Counsel. The term “
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Opinion of Independent Counsel. 19 (ii) 4
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Related to Opinion of Independent Counsel

  • 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 FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

  • 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.

  • 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.

  • Officers' Certificate and Opinion of Counsel Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity, complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

  • 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 to Trustee The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

  • 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 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 Borrower's Counsel Coast shall have received an opinion of Borrower's counsel, in form and substance satisfactory to Coast in its sole and absolute discretion.