Opinions of Counsel and Certificate Sample Clauses

Opinions of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement the Sentio Parties shall deliver to the Investor (a) an opinion of outside counsel to the Sentio Parties, dated the Effective Date, (i) as to tax matters, substantially in the form of Exhibit G (the “Tax Opinion”) and (ii) as to other general matters related to the Agreement and the Related Documents and the transactions contemplated hereby and thereby, substantially in the form of Exhibit H (the “General Closing Opinion” and together with the Tax Opinion, the “Legal Opinions”) (the Legal Opinions may be based upon customary representations made by the Sentio Parties and their Subsidiaries in an officer’s certificate that is reasonably acceptable to the Investor), (b) evidence satisfactory to the Investor that the Board has taken all actions necessary and appropriate to cause (i) to be elected to the Board, effective immediately upon the thirtieth day following the Effective Date, Dxx Xxxxxx and Bxxxx Xxxxxxx and (ii) to be appointed to the Investment Committee of the Board, effective immediately upon the thirtieth day following the Effective Date, Dxx Xxxxxx and Bxxxx Xxxxxxx, (c) (or an Affiliate designated by the Investor) the Transaction Fee by wire transfer of immediately available funds to an account designated by the Investor in writing, (d) provided the Investor has delivered to the Company in advance of the Effective Date a statement setting forth in reasonable detail the amount of Investor Expenses required to be reimbursed to the Investor by the Company or the Partnership pursuant to Section 9.1(a), the amount of such costs and expenses by wire transfer of immediately available funds to an account designated by the Investor in writing, and (e) the executed Investor Rights Agreement, Transition to Internal Management Agreement and all other documents, instruments and writings required to be delivered by the Sentio Parties to the Investor pursuant to this Agreement or otherwise required in connection herewith.
Sample 1
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Opinions of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received (a) opinions of outside counsels to the Issuer Parties, each dated the Effective Date, (i) as to tax matters, substantially in the form of Exhibit H (the “Tax Opinion”), (ii) as to matters of Maryland law, substantially in the form of Exhibit I (the “Maryland Law Opinion”) and (iii) as to other general matters related to the Agreement and the Related Documents and the transactions contemplated hereby and thereby, substantially in the form of Exhibit J (the “General Closing Opinion” and together with the Tax Opinion and the Maryland Law Opinion, the “Legal Opinions”) and (b) a Closing Certificate from each Issuer Party, dated the Effective Date, in the form of Exhibit K hereto (each, a “Closing Certificate”). The Legal Opinions may be based upon customary representations made by the Company and its Subsidiaries in an officer’s certificate that is reasonably acceptable to the Investor.
Sample 1

Related to Opinions of Counsel and Certificate

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.

  • Opinions of Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinions of Counsel to Loan Parties Lenders shall have received executed copies of one or more favorable written opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Loan Parties and (ii) general counsel to Company, each dated as of the Closing Date and reasonably satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of Lenders may reasonably request (this Agreement constituting a written request by Company to such counsel to deliver such opinions to Lenders).

  • Opinions of Counsel Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance satisfactory to the Administrative Agent.

  • Legal Opinions 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 Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

  • Opinions of Counsel for the Company At Closing Time, the Underwriters shall have received the opinion, dated as of Closing Time, from Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, as to matters set forth in Schedule C hereto.

  • Opinions of Counsel to Credit Parties Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for Credit Parties and (ii) X. Xxxxxx Xxxxxx, in-house counsel for Company, each in the form of Exhibit D and as to such other matters as Administrative Agent may reasonably request, dated as of the Effective Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs each such counsel to deliver such opinions to Agents and Lenders).

  • Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

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