Opinion of Investor Counsel Sample Clauses

Opinion of Investor Counsel. The Company will have received an opinion on behalf of the Investor, dated as of the date of the Closing, from Gibson, Dunn & Crutcher, LLP xxx/or Xxxel Xxxxxxxtion in house counsel, in form and substance reasonably satisfactory to the Company.
Sample 1
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Opinion of Investor Counsel. At the First Closing, the Company shall have received from Davix X. Xxxxxxxxx, Xxce President and Assistant General Counsel of Investor, an opinion, dated as of the First Closing, substantially to the effect of Exhibit F.
Sample 1
Opinion of Investor Counsel. GMC shall have received from counsel for the Investor, an opinion, dated as of the Closing, in form reasonably satisfactory to counsel to GCM.
Sample 1
Opinion of Investor Counsel. The Company shall have received from --------------------------- the office of the General Counsel for the Investor, an opinion dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that: (a) The Investor is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and the Investor has all requisite corporate power and authority to own its properties and to conduct its business as presently conducted. (b) The investor has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Stockholders Agreement. The Agreement and the Stockholders Agreement, have been duly and validly authorized by the Investor, duly executed and delivered by an authorized officer of the Investor and are valid and enforceable in accordance with their terms subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies and except insofar as the enforceability of the indemnification provisions of Section 7.7 of this Agreement may be limited by applicable laws. (c) The execution, delivery, performance and compliance with the terms of this Agreement by the Investor does not violate any provision of any applicable law, rule or regulation or any provision of the Investor's Charter or Bylaws and, to such counsel's knowledge, do not conflict with or constitute a default under the provisions of any judgment, writ, decree, order or material agreement to which Investor is a party or by which Investor is bound, which violation, conflict or default would be materially adverse to the Investor. (d) All consents, approvals, orders or authorizations of, and all qualifications, registrations, designations, declarations or filings with, any federal or state governmental authority on the part of the Investor required to be made prior to the Closing in connection with the consummation of the transactions contemplated by this Agreement have been obtained, and are effective, as of the Closing and such counsel is not aware of any proceedings, or threat thereof, which question their validity.
Sample 1

Related to Opinion of Investor Counsel

  • 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).

  • 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.

  • 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 to the Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.

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

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