Opinions of Counsel to Borrower and Holdings Sample Clauses

Opinions of Counsel to Borrower and Holdings. Borrower shall provide, at Borrower's expense, an opinion of legal counsel in form and substance satisfactory to Lender to the effect that: (a) the Loan Documents have been duly authorized, validly executed and delivered by each of the respective Borrower Group Members party thereto, and each of the Loan Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) each of the Borrower Group Members party to the Loan Documents has been duly formed and has all requisite authority to enter into the Loan Documents, and has taken all requisite action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party; (c) each of the Pledge Agreement creates the liens it purports to create on the Collateral described therein and the rights of the Lender thereto is subject to no prior liens other than those expressly consented to in writing by Lender; (d) the Lockbox Agreement creates a valid and perfected first priority lien upon the Account Collateral; (e) the Financing Statements create a valid and perfected security interest prior in right to all subsequently filed security interests in the Collateral described therein; (f) the interest rate terms of the Loan do not violate any applicable usury laws; (g) the terms and provisions of the Loan Documents do not conflict with the terms and provisions of any of the Material Agreements; (h) the terms and provisions of the Loan Documents shall be governed by and construed under the laws of the State of New York; (i) the authorized capital stock of Holdings is as set forth in Section 5.3 below and Holdings has reserved from its authorized and unissued shares of Common Stock a sufficient number of shares to permit the Warrants to be exercised in full, which shares have not been reserved for any other purpose (such opinion is based on a certificate from Holdings's transfer agent as to the number of shares of Common Stock outstanding and on a certificate of the corporate secretary of Holdings as to the board resolutions under which Common Stock has been reserved for issuance); (j) the shares of Common Stock issued upon exercise of the Warrant, when issued in accordance with the terms and conditions of the Warrant, will be duly authorized, validly issued, fully paid and non-assessable and will have been issued without violation of any preemptive rights; (k) neither the issuance of the Warrant, nor the i...
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Related to Opinions of Counsel to Borrower and Holdings

  • Opinions of Counsel to Credit Parties Agents and Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Credit Parties, as to such matters as Administrative Agent or Arrangers may reasonably request, dated as of the Closing Date and in form and substance reasonably satisfactory to Administrative Agent and Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

  • 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 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 Borrower’s Counsel Lender shall have received opinions from Borrower’s counsel with respect to non-consolidation and the due execution, authority, enforceability of the Loan Documents and such other matters as Lender may require, including True-Lease Opinions, an opinion with respect to the priority and perfection of the Collateral and all such opinions shall be in form, scope and substance satisfactory to Lender and Lender’s counsel in their reasonable discretion.

  • 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.

  • 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.

  • 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 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.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the 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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