Common use of Opinions and Board Resolutions Clause in Contracts

Opinions and Board Resolutions. Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium Payment Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Sections 8(a) through (c) of this Confirmation, subject to customary assumptions, qualifications and exceptions. Prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of directors authorizing the Transaction, and such other certificate or certificates as Dealer shall reasonably request. Delivery of such opinion, resolution and (if applicable) certificate(s), as the case may be, to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Opinions and Board Resolutions. Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium Payment Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Sections 8(a8(a)(i) through and (ii), (b) and (c) of this Confirmation, subject to customary assumptions, qualifications and exceptions. Prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of directors authorizing the Transaction, and such other certificate or certificates as Dealer shall reasonably request. Delivery of such opinion, resolution and (if applicable) certificate(s), as the case may be, to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.