REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.
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 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 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 Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that:
(a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement;
(b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and
(c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.
Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.
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 Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.
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 the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.
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.
