Opinion of Xxxxxx & Xxxxxxx LLP. The Representative shall have received an opinion, dated such Closing Date, of Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, to the effect set forth in Exhibit B-1 hereto.
Opinion of Xxxxxx & Xxxxxxx LLP. The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx & Whitney LLP, counsel for the Company, to the effect set forth in Exhibit C-2 hereto.
Opinion of Xxxxxx & Xxxxxxx LLP. Xxxxxx & Xxxxxxx LLP, United States counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated such Time of Delivery, with respect to such matters as the Representatives 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.
Opinion of Xxxxxx & Xxxxxxx LLP. Xxxxxx & Xxxxxxx LLP, United States counsel for the Company, shall have furnished to the Underwriters their written opinion, dated the Time of Delivery, in form and substance satisfactory to the Underwriters.
Opinion of Xxxxxx & Xxxxxxx LLP. In the case of Holdings’ obligation to consummate the Merger, Holdings shall have received an opinion from Xxxxxx & Xxxxxxx LLP, counsel to Holdings, to the effect that the Registration Statement accurately sets forth the material federal income tax consequences to the holders of the Holdings Common Units of the transactions contemplated hereby, which subject to the limitations stated therein shall include that no gain or loss should be recognized by the holders of Holdings Common Units or Management Units to the extent LP Units are received in exchange therefor as a result of the Merger (other than gain resulting from either (i) any decrease in partnership liabilities pursuant to Section 752 of the Code or (ii) any cash or other property distributions). In rendering such opinion, Xxxxxx & Xxxxxxx LLP may require and rely upon representations and covenants including those contained in certificates of officers of Holdings and others and opinions of Delaware counsel reasonably satisfactory in form and substance to Xxxxxx & Xxxxxxx LLP.
Opinion of Xxxxxx & Xxxxxxx LLP. The Company shall have delivered to Parent an opinion of Xxxxxx & Whitney LLP, counsel to the Company, in substantially the form attached hereto as Exhibit D.
Opinion of Xxxxxx & Xxxxxxx LLP. 1. Each of the Custody Agreement and the Power of Attorney have been duly authorized by all necessary organizational action of the Selling Stockholders, and each of the Custody Agreement and Power of Attorney have been duly executed and delivered by the Selling Stockholders.
2. The Custody Agreement and Power of Attorney each constitute a legally valid and binding obligation of each of the Selling Stockholders enforceable against the Selling Stockholders in accordance with their respective terms.
3. The Underwriting Agreement has been duly executed and delivered by an Attorney-in-Fact under the Power of Attorney on behalf of the Selling Stockholders.
4. With your consent, based solely on a review on , 2003 of the stock transfer records of the Company, the Selling Stockholders were the owners of record on that date in the stock records of the Company of the Securities as set forth on Schedule A hereto.
5. Upon indication by book entry that the Shares listed on Schedule to the Underwriting Agreement (the “Securities”) have been credited to securities accounts maintained by the lead Representative of the several Underwriters at the Depository Trust Company (‘DTC”) and payment therefor in accordance with the Underwriting Agreement, the lead Representative of the several Underwriters will acquire a securities entitlement on behalf of the several Underwriters with respect to such Securities and, under the New York UCC, an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the several Underwriters.
6. The execution and delivery of the Underwriting Agreement and the sale of the Shares by the Selling Stockholders to the Underwriters pursuant to this Agreement at the Time of Delivery will not require any consents, approvals, or authorizations to be obtained by the Selling Stockholders, or any registrations, declarations or filings to be made by the Selling Stockholders, in each case, under any federal, Delaware corporate or New York State statute, rule or regulation applicable to the Selling Stockholder that have not been obtained or made, except the registration of the Shares, and such consents, approvals or authorizations as may be required under state securities laws or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters.
7. The execution and delivery of the Underwriting Agreement and the...
Opinion of Xxxxxx & Xxxxxxx LLP. Xxxxxx & Xxxxxxx LLP, transaction counsel to the Company, shall have delivered an opinion to the effect set forth in Exhibit G.
Opinion of Xxxxxx & Xxxxxxx LLP. The Representative shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration Statement, the Time of Sale Information and 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.
Opinion of Xxxxxx & Xxxxxxx LLP. The Manager shall have received from Xxxxxx & Xxxxxxx LLP, on every date specified in Section 4(o), such opinion or opinions, dated as of such date and addressed to the Manager, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Manager may reasonably require, and the Company shall have furnished to such counsel such documents as reasonably requested by Xxxxxx & Xxxxxxx LLP for the purpose of enabling them to pass upon such matters.
