Opinions from Counsel. The Senior Facility Agent shall have received the following legal opinions, each in form and substance reasonably satisfactory to the Senior Facility Agent, each of the Senior Issuing Banks, the Swing Line Lender and each of the Senior Lenders (with sufficient copies thereof for each addressee):
(i) the opinion(s) of Xxxxxxx Xxxxx LLP, New York and Texas counsel and special Delaware counsel to each of the Loan Parties, SPLNG and the Sponsor, including an opinion with respect to federal permitting matters;
(ii) the opinion of Xxxxxxxx Xxxxxx L.L.C., Louisiana counsel to the Borrower (which may be in the form of a reliance letter with respect to the opinion previously delivered pursuant to the Common Terms Agreement);
(iii) the substantive non-consolidation opinion of counsel to the Borrower with respect to the bankruptcy-remote status of the Borrower;
(iv) the opinion of Xxxx Xxxxxx LLP with respect to state and local regulatory and environmental matters (which may be in the form of a reliance letter with respect to the opinion previously delivered pursuant to the Common Terms Agreement);
(v) the opinion of Norton Xxxx Xxxxxxxxx US LLP, special energy regulatory counsel to the Borrower with respect to FERC and DOE/FE matters (which may be in the form of a reliance letter with respect to the opinion previously delivered pursuant to the Common Terms Agreement); and
(vi) opinions from the Material Project Parties that are parties to the Material Project Documents described in clause (b) above (other than Natural Gas Pipeline Company of America LLC) (provided that, with respect to any such opinions previously delivered pursuant to the Common Terms Agreement, the Borrower shall only be required to use reasonable efforts to obtain such opinions, which may be in the form of reliance letters with respect to such prior opinions).
Opinions from Counsel. Receipt by the Intercreditor Agent and the Credit Facility Secured Parties of the legal opinions and reliance letters set forth in Schedule C-1 (Table of Requirements for Legal Opinions – Conditions to Initial Closing) of the Original Common Terms Agreement and in accordance with the requirements therein, with such changes thereto as may be in form and substance reasonably satisfactory to the Intercreditor Agent;
Opinions from Counsel. The Administrative Agent shall have received the legal opinion(s) of Xxxxxx & Xxxxxxx LLP, as New York and Texas counsel and special Delaware counsel to each of the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, each Lender, and each Issuing Bank.
Opinions from Counsel. The P1 Administrative Agent shall have received the following legal opinions, each in form and substance reasonably satisfactory to the P1 Administrative Agent, the P1 Collateral Agent, the Senior Lenders, and the Revolving LC Issuing Bank (with sufficient copies thereof for each addressee):
(i) the opinion of Xxxxxx & Xxxxxxx LLP, transaction counsel to each of the Loan Parties, the Sponsor, and each of the RG Facility Entities;
(ii) the opinion of K&L Gates LLP, special FERC and DOE regulatory counsel to the Borrower;
(iii) the opinion of Xxxxxxx Xxxx Xxxx & Xxxxxx, LLP, with respect to certain regulatory and permitting matters;
(iv) the opinion of King & Spalding LLP, real property and special Texas counsel to each of the Borrower and each of the RG Facility Entities;
(v) the opinion of (A) White & Case, United Arab Emirates counsel to Mamoura Diversified Global Holding P.J.S.C. and Mubadala Treasury Holding Company LLC, (B) the opinion of White & Case, English counsel to Mamoura Diversified Global Holding P.J.S.C., Mubadala Treasury Holding Company LLC, and Mic Ti Holding Company 2 RSC Limited, and (C) the opinion of Xxxxx Day, New York counsel to TotalEnergies Gas & Power North America, Inc., Global LNG North America Corp., and TotalEnergies Holdings SAS;
(vi) the substantive non-consolidation opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Borrower and each of the RG Facility Entities, with respect to the bankruptcy-remote status of the Borrower and each of the RG Facility Entities; and
(vii) opinions of counsel of the Material Project Parties to the Material Project Documents listed on Schedule 7.1(c)(vii).
Opinions from Counsel. Receipt by the Working Capital Facility Agent and the Working Capital Lenders of customary legal opinions, in each case in form, scope and substance reasonably satisfactory to the Working Capital Facility Agent;
Opinions from Counsel. The Administrative Agent shall have received the legal opinions of Xxxxx & Case LLP, as New York counsel to each of the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent.
Opinions from Counsel. Lenders and their respective counsel shall have received originally executed copies of one or more favorable written opinions of counsel for Holding, Company and the Subsidiaries, in form and substance reasonably satisfactory to Agent and its counsel, dated as of the Closing Date, and setting forth substantially the matters in the opinions designated in EXHIBIT III annexed hereto and as to such other matters as Agent may reasonably request.
Opinions from Counsel. The Administrative Agent shall have received the following legal opinions, each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (with sufficient copies thereof for each addressee):
(i) the opinion(s) of Xxxxxxx Xxxxx LLP, New York counsel and special Delaware counsel to each of the Loan Parties, the Sponsor, Cheniere Investments and each Material Project Party, including an opinion with respect to federal permitting matters;
(ii) the opinion of Xxxxxxxx Xxxxxx L.L.C., Louisiana counsel to the Borrower; (iii) the opinion of Xxxx Xxxxxx LLP with respect to state and local regulatory and environmental matters; and (iv) the opinion of Fulbright & Xxxxxxxx L.L.P., special energy regulatory counsel to the Borrower with respect to FERC and federal regulatory and environmental matters.
Opinions from Counsel. Receipt by the Working Capital Facility Agent and the Working Capital Lenders of a written legal opinion of (i) Xxxxxxxx & Xxxxxxxx LLP, counsel for the Loan Parties, (ii) Norton Xxxx Xxxxxxxxx US LLP, regulatory counsel for the Loan Parties, and (iii) Xxxxxxx Xxxxx LLP, Texas counsel for the Loan Parties, in each case in form, scope and substance reasonably satisfactory to the Working Capital Facility Agent;
Opinions from Counsel. The Administrative Agent shall have received the legal opinions of (i) Xxxxxx & Xxxxxxx LLP, as New York counsel to each of the Credit Parties and (ii) Xxxxxxxx Xxxxxx, L.L.C., as Louisiana counsel to each of the Credit Parties, each in form and substance reasonably satisfactory to the Administrative Agent, each Lender, and each Issuing Bank.
