Common use of Opinions of Counsel to Loan Parties Clause in Contracts

Opinions of Counsel to Loan Parties. The Agents and the Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Wachtell, Lipton, Xxxxx & Xxxx, as New York counsel to the Loan Parties, Xxxxxxxx, Xxxxx & Xxxxxx, P.A., as Delaware counsel to the Loan Parties, Xxxxxx Xxxxxx Rosenman LLP, as California counsel to the Loan Parties, Fennemore Xxxxx Xxxxx Xxxxxx, as Nevada counsel to the Loan Parties, De Brauw Blackstone Westbroek New York B.V., P.C., as Dutch counsel to the Loan Parties, Loyens & Loeff (USA) B.V., as Dutch counsel to the Administrative Agent, the Lenders and the other Secured Parties, Xxxx X. Xxxxxxx, as general counsel of the U.S. Loan Parties, Xxxxxx Xxxxx, as general counsel of the European Loan Parties and Xxx Xxxxxxx, as general counsel of the Acquired Business and its Subsidiaries, in each case as to such matters as are customary for financings of this type, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders).

Opinions of Counsel to Loan Parties. The Agents and the Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Wachtell, Lipton, Xxxxx Rxxxx & XxxxKxxx, as New York counsel to the Loan Parties, XxxxxxxxPxxxxxxx, Xxxxx Jxxxx & XxxxxxExxxxx, P.A., P.A. as Delaware counsel to the Loan Parties, Kxxxxx Xxxxxx Xxxxxx Rosenman LLPRosenman, as California counsel to the Loan Parties, Fennemore Xxxxx Xxxxx Xxxxxx, as Nevada counsel to the Loan Parties, De Brauw Blackstone Westbroek New York B.V., P.C.N.V., as Dutch counsel to the Loan Parties, Loyens & Loeff (USA) B.V., as Dutch counsel to the Administrative Agent, Hengeler Mxxxxxx, as German counsel to the Lenders and the other Secured Loan Parties, Xxxx Lxxxxx & Wxxxxxx LLP, as German counsel to the Administrative Agent, Goodmans, as Canadian counsel to the Loan Parties, Advocats BCF, as Quebec counsel to the Loan Parties, and Mxxx X. Xxxxxxx, as general counsel of the U.S. Loan Parties, Xxxxxx Xxxxx, as general counsel of the European Loan Parties and Xxx Xxxxxxx, as general counsel of the Acquired Business and its Subsidiaries, in each case as to such matters as are customary for financings of this typethe Administrative Agent may reasonably request, dated as of the Closing Restatement Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders).

Opinions of Counsel to Loan Parties. The Agents and the Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Wachtell, Lipton, Xxxxx & Xxxx, as New York counsel to the Loan Parties, Xxxxxxxx, Xxxxx & Xxxxxx, P.A., as Delaware counsel to the Loan Parties, Xxxxxx Xxxxxx Rosenman LLP, as California counsel to the Loan Parties, Fennemore Xxxxx Xxxxx Xxxxxx, as Nevada counsel to the Loan Parties, De Brauw Blackstone Westbroek New York B.V., P.C., as Dutch counsel to the Loan Parties, Loyens & Loeff (USA) B.V., as Dutch counsel to the Administrative Agent, the Lenders and the other Secured Parties, Xxxx X. Xxxxxxx, as general counsel of the U.S. Loan Parties, Xxxxxx Xxxxx, as general counsel of the European Loan Parties and Xxx Xxxxxxx, as general counsel of the Acquired Business and its Subsidiaries, in each case as to such matters as are customary for financings of this type, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders).. NY\5627635.16

Opinions of Counsel to Loan Parties. The Agents and the Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Wachtell, Lipton, Xxxxx Rosxx & XxxxKatx, as xs New York counsel to the Loan Parties, XxxxxxxxPrixxxxx, Xxxxx Xonxx & XxxxxxEllxxx, P.A., X.A. as Delaware counsel to the Loan Parties, Katxxx Xxxxxx Xxxxxx Rosenman LLPXxsenman, as California counsel to the Loan Parties, Fennemore Xxxxx Xxxxx Xxxxxx, as Nevada counsel to the Loan Parties, De Brauw Blackstone Westbroek New York B.V., P.C.N.V., as Dutch counsel to the Loan Parties, Loyens & Loeff (USA) B.V., as Dutch counsel to the Administrative Agent, Hengeler Muexxxx, xs German counsel to the Lenders and the other Secured Loan Parties, Xxxx Latxxx & Watxxxx XXP, as German counsel to the Administrative Agent, Goodmans, as Canadian counsel to the Loan Parties, Advocats BCF, as Quebec counsel to the Loan Parties, and Marx X. Xxxxxxx, as xs general counsel of the U.S. Loan Parties, Xxxxxx Xxxxx, as general counsel of the European Loan Parties and Xxx Xxxxxxx, as general counsel of the Acquired Business and its Subsidiaries, in each case as to such matters as are customary for financings of this typethe Administrative Agent may reasonably request, dated as of the Closing Restatement Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders).