Opinion of Lessor's Counsel Sample Clauses

Opinion of Lessor's Counsel. The Opinion of Ropes and Gray, Xxston Massachusetts dated the Closing Date, substantially is the form of Exhibit H shall have been delivered and addressed to each of the Lessee and the Lender.
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Opinion of Lessor's Counsel. Lessee shall have received an opinion from XxXxxxx, Xxxxxx & Mash, P.C., counsel to Lessor, dated as of the Closing Date and addressed to Lessee, to the effect that: (i) Lessor is a validly existing political subdivision of the State of Texas; (ii) Lessor 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 Lessor to authorize the execution and performance of the Lease and this Annex A, and to sell, convey, assign, transfer and deliver the Assets as herein contemplated have all been duly taken and in accordance with any applicable Sunshine Law; (iii) the Lease and this Annex A and all, assignments and other instruments of conveyance and transfer delivered hereunder constitute the valid and binding obligations of Lessor, enforceable in accordance with their terms, subject to bankruptcy and other similar laws affecting creditors' rights and debtors' relief generally and subject to general principles of equity; (iv) neither the execution and delivery of the Lease and this Annex A nor the consummation of the asset sale transaction herein contemplated conflicts with, or results in a breach of, any resolution or act or governing instrument of Lessor or any material agreement or instrument known to Lessor's counsel to which Lessor is a party or by which Lessor or the Assets are bound; and (v) such other matters as may be reasonably requested by Lessee.
Sample 1
Opinion of Lessor's Counsel. The Opinion of Ropes and Xxxx, Boston, Massachusetts dated the Parcel Closing Date, substantially is the form of Exhibit J shall have been delivered and addressed to each of the Lessee and the Lender.
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Opinion of Lessor's Counsel. Lessee shall have received an opinion from Best Best and Kriexxx XXX, counsel to Lessor and to the City of Needles, California, dated as of the Closing Date and addressed to Lessee, to the effect that: (i) Lessor has been duly appointed by the Mayor of the City of Needles, California pursuant to Section 37603 of Title 4, Division 3, Part 2, Chapter 5, Article 7 of the Government Code of the State of California; (ii) Lessor 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 Lessor to authorize the execution and performance of the Lease and this Annex A, and to sell, convey, assign, transfer and deliver the Assets described in Section 1.3, as herein contemplated have all been duly taken and in accordance with any applicable Sunshine Law; (iii) the City Council of the City of Needles has taken all necessary action to approve and consent to, and has approved and consented to Lessor to execute and perform the Lease and this Annex A; (iv) the Lease and this Annex A and all, assignments and other instruments of conveyance and transfer delivered hereunder constitute the valid and binding obligations of Lessor, enforceable in accordance with their terms, subject to bankruptcy and other similar laws affecting creditors' rights and debtors' relief generally and subject to general principles of equity; (v) except as specifically set forth in Annex A or any Schedule to Annex A, neither the execution and delivery of the Lease and this Annex A nor the consummation of the asset sale transaction herein contemplated conflicts with, or results in a breach of, any resolution or act or governing instrument of Lessor or any material agreement or instrument known to Lessor's counsel to which Lessor is a party or by which Lessor or the Assets are bound; and (vi) such other matters as may be reasonably requested by Lessee.
Sample 1
Opinion of Lessor's Counsel. The Opinion of Ropes and Xxxx, Boston, Massachusetts dated the Closing Date, substantially is the form of EXHIBIT J shall have been delivered and addressed to each of the Lessee and the Lender;
Sample 1
Opinion of Lessor's Counsel. The opinion of counsel to the Lessor dated the Closing Date, and being substantially in the form set forth in EXHIBIT H-2 shall have been delivered and addressed to each of the Lessee, the Credit Bank and the Issuer.
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Related to Opinion of Lessor's Counsel

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

  • Opinion of Buyer's Counsel Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Opinion of Seller's Counsel Seller shall have delivered to Purchaser an opinion of counsel for Seller, dated as of the Closing Date and in form satisfactory to Purchaser's counsel, to the effect that:

  • Opinion of Counsel to Credit Parties Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for Credit Parties, in form and substance satisfactory to the Administrative Agent, dated as of the Closing Date (and each Credit Party hereby instructs such counsel to deliver such opinion to Agents and Lenders).

  • Opinion of Counsel to Buyer The Sellers shall have received an opinion of counsel to the Buyer, in form and substance satisfactory to the Sellers.

  • Opinion of Purchaser's Counsel The Purchaser shall deliver at Closing an opinion of counsel to the Purchaser addressed to the Sellers in substantially the form attached hereto as Exhibit 8.5.

  • 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 for the Representative The Representative shall have received from Xxxx Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

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