Common use of Opinion of Lessee's Counsel Clause in Contracts

Opinion of Lessee's Counsel. Lessor shall have received from Wallxx Xxxsxxx Xxxxxx & Xavix, X Professional Limited Liability Company, counsel to Lessee, an opinion dated as of the Closing Date addressed to Lessor, in form and substance satisfactory to Lessor to the effect that: (i) Lessee is a corporation validly existing and in good standing under the laws of the State of Tennessee and is duly qualified to do business in the State of California; (ii) the execution, delivery and performance of the Lease and this Annex A has been duly authorized by all requisite action; (iii) Lessee has full power and authority to make, execute, deliver and perform the Lease and this Annex A, and all proceedings required to be taken by Lessee to authorize the execution and performance of the Lease and this Annex A as herein contemplated have all been duly and properly taken; (iv) the Lease and this Annex A constitute valid and binding obligations of Lessee, enforceable in accordance with their terms, subject to bankruptcy and other similar laws affecting creditors' rights or debtors' relief generally and subject to general principles of equity; (v) neither the execution and delivery of the Lease and this Annex A, nor the consummation of the transactions therein or herein contemplated, nor the compliance and fulfillment of the terms and conditions thereof or hereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or Bylaws of Lessee or any agreement or instrument known to Lessee's counsel to which Lessee is a party or by which Lessee is bound or affected; and (vi) such other matters as may be reasonably requested by Lessor. Lessee's counsel's opinion may state that such counsel is not admitted to practice in any state other than the State of Tennessee and may be limited to the laws of the State of Tennessee, the General Corporation Law of the State of Delaware, and the federal laws of the United States; provided however, that Lessee's counsel shall assume, in giving such opinion, that the laws of the State of California are identical with the laws of the State of Tennessee.

Opinion of Lessee's Counsel. Lessor shall have received from Wallxx Xxxsxxx Xxxxxx Waller Lansden Dortch & XavixDavis, X A Professional Limited Liability CompanyCompxxx, counsel to Lesseexoxxxxx xx Xxxxxe, an opinion xx xxinion dated as of the Closing Date and addressed to Lessor, in form and substance satisfactory to Lessor to the effect that: (i) Lessee is a corporation limited partnership validly existing and in good standing under the laws of the State of Tennessee and is duly qualified to do business in the State of CaliforniaLouisiana; (ii) the execution, delivery and performance of the Lease and this Annex A has been duly authorized by all requisite action; (iii) Lessee has full power and authority to make, execute, deliver and perform the Lease and this Annex A, and all proceedings required to be taken by Lessee to authorize the execution and performance of the Lease and this Annex A as herein contemplated have all been duly and properly taken; (iv) the Lease and this Annex A constitute valid and binding obligations of Lessee, enforceable in accordance with their terms, subject to bankruptcy and other similar laws affecting creditors' rights or debtors' relief generally and subject to general principles of equity; and (v) neither the execution and delivery of the Lease and this Annex A, nor the consummation of the transactions therein or herein contemplated, nor the compliance and fulfillment of the terms and conditions thereof or hereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under the Amended and Restated Articles of Incorporation or Bylaws Limited Partnership of Lessee or any agreement or instrument known to Lessee's counsel to which Lessee is a party or by which Lessee is bound or affected; and (vi) such other matters as may be reasonably requested by Lessor. Lessee's counsel's opinion may state that such counsel is not admitted to practice in any state other than the State of Tennessee and may be limited to the laws of the State of Tennessee, the General Corporation Law of the State of Delaware, specific Louisiana statutes related to limited partnerships and the federal laws of the United States; provided however, that Lessee's counsel shall assume, in giving such opinion, that the laws of the State of California are identical with the laws of the State of Tennessee.

Opinion of Lessee's Counsel. Lessor shall have received from Wallxx Xxxsxxx Xxxxxx Xxxxxxx Xxxxxx & XavixXxxxx, X A Professional Limited Liability Company, counsel to Lessee, an opinion dated as of the Closing Date and addressed to Lessor, in form and substance satisfactory to Lessor to the effect that: (i) Lessee is a corporation limited partnership validly existing and in good standing under the laws of the State of Tennessee and is duly qualified to do business in the State of CaliforniaTexas; (ii) the execution, delivery and performance of the Lease and this Annex A has been duly authorized by all requisite action; (iii) Lessee has full power and authority to make, execute, deliver and perform the Lease and this Annex A, and all proceedings required to be taken by Lessee to authorize the execution and performance of the Lease and this Annex A as herein contemplated have all been duly and properly taken; (iv) the Lease and this Annex A constitute valid and binding obligations of Lessee, enforceable in accordance with their terms, subject to bankruptcy and other similar laws affecting creditors' rights or debtors' relief generally and subject to general principles of equity; and (v) neither the execution and delivery of the Lease and this Annex A, nor the consummation of the transactions therein or herein contemplated, nor the compliance and fulfillment of the terms and conditions thereof or hereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under the Articles Certificate of Incorporation Limited Partnership or Bylaws Limited Partnership Agreement of Lessee or any agreement or instrument known to Lessee's counsel to which Lessee is a party or by which Lessee is bound or affected; and (vi) such other matters as may be reasonably requested by Lessor. Lessee's counsel's opinion may state that such counsel is not admitted to practice in any state other than the State of Tennessee and may be limited to the Texas Revised Uniform Limited Partnership Act, the laws of the State of Tennessee, the General Corporation Law of the State of Delaware, Tennessee and the federal laws of the United States; provided however. To the extent any other law governs any of the matters described above, that Lessee's counsel shall assume, in giving may assume that such opinion, governing law is identical to that the laws of the State of California are identical with the laws of the State of Tennessee.

Opinion of Lessee's Counsel. Lessor shall have received from Wallxx Xxxsxxx Xxxxxx Waller Lansden Dortch & XavixDavis, X A Professional Limited Liability CompanyXxmxxxx, counsel xxxxxxx to LesseeXxxxxe, an opinion dated as of the Closing Date addressed to Lessor, in form and substance satisfactory to Lessor to the effect that: (i) Lessee is a corporation validly existing and in good standing under the laws of the State of Tennessee and is duly qualified to do business in the State of CaliforniaLouisiana; (ii) the execution, delivery and performance of the Lease and this Annex A has been duly authorized by all requisite action; (iii) Lessee has full power and authority to make, execute, deliver and perform the Lease and this Annex A, and all proceedings required to be taken by Lessee to authorize the execution and performance of the Lease and this Annex A as herein contemplated have all been duly and properly taken; (iv) the Lease and this Annex A constitute valid and binding obligations of Lessee, enforceable in accordance with their terms, subject to bankruptcy and other similar laws affecting creditors' rights or debtors' relief generally and subject to general principles of equity; (v) neither the execution and delivery of the Lease and this Annex A, nor the consummation of the transactions therein or herein contemplated, nor the compliance and fulfillment of the terms and conditions thereof or hereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or Bylaws of Lessee or any agreement or instrument known to Lessee's counsel to which Lessee is a party or by which Lessee is bound or affected; and (vi) such other matters as may be reasonably requested by Lessor. Lessee's counsel's opinion may state that such counsel is not admitted to practice in any state other than the State of Tennessee and may be limited to the laws of the State of Tennessee, the General Corporation Law of the State of Delaware, and the federal laws of the United States; provided however, that Lessee's counsel shall assume, in giving such opinion, that the laws of the State of California Louisiana are identical with the laws of the State of Tennessee.