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 to the Company. Each such Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from Xxxxxx & Xxxxxxx LLP, special New York counsel to the Company, substantially in the form set forth in Exhibit A, (ii) an opinion addressed to it from Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, special regulatory counsel to the Company, substantially in the form set forth in Exhibit E and (iii) an opinion addressed to it from Xxxxxx Xxxxx LLP, special Delaware counsel to the Company, substantially in the form set forth in Exhibit F.
Opinions of Counsel to the Company. The Placement Agent shall have received from Xxxxx Xxxxxxx LLP, counsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance satisfactory to the Placement Agent and its counsel. Such counsel shall also have furnished to the Placement Agent a written statement (“Negative Assurances”), addressed to each Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent and its counsel.
Opinions of Counsel to the Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of (i) Bass, Bxxxx & Sxxx PLC, counsel to the Company, (ii) the Senior Vice President, General Counsel and Secretary of the Company and (iii) Bxxxxxxxxx Hxxxx Fxxxxx Sxxxxxx, LLP, Nevada counsel to the Company, each in the form previously agreed upon between the opining party and the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters. To the extent applicable, each such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinions of Counsel to the Company. The Representatives shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1, and A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 hereto and to such further effect as counsel to the Underwriters may reasonably request.
Opinions of Counsel to the Company. The Representatives shall have received the opinions and letters, each dated the Closing Date and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from Hunton & Wxxxxxxx LLP, counsel to the Company, to the effect set forth in Exhibit C, and Hunton & Wxxxxxxx, LLP, patent counsel to the Company, to the effect set forth in Exhibit D.
Opinions of Counsel to the Company. Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx P.C. shall have furnished to the Underwriter, such counsel's written opinion and a negative assurances letter, as counsel to the Company, in each case addressed to the Underwriter and dated the Time of Purchase and any Additional Time of Purchase, as the case may be, in the forms agreed as of the date hereof.
Opinions of Counsel to the Company. On the Closing Date, the Representatives, on behalf of the Underwriters, shall have received an opinion or opinions of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Company, dated such date, substantially to the effect set forth in Exhibits A-1 and A-2 hereto.
Opinions of Counsel to the Company. At Closing Time, the Representatives shall have received the favorable opinions, dated as of Closing Time, of (i) Bass, Xxxxx & Xxxx PLC, counsel to the Company, (ii) the Executive Vice President, General Counsel and Secretary of the Company and (iii) Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, Nevada counsel to the Company, in form and substance reasonably satisfactory to counsel to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Annexes I, II and III hereto, respectively. To the extent applicable, each such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinions of Counsel to the Company. The Purchasers shall have been furnished with an opinion, dated the Closing Date, of Miles & Stockbridge, a professional corporation, special counsel to the Company, satisfactory to the Purchasers, substantially in the following form:
(a) This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company;
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not result in any violation of, or constitute a default under, and will not be in conflict with, any terms of the Company's Certificate of Incorporation or By-Laws, in each case as amended to date, or to the knowledge of such counsel, the terms of any mortgage, note, bond, evidence of indebtedness, indenture, contract, lease or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of its assets or properties may be subject;
(c) Upon payment of the Purchase Price for the Shares, the Company will deliver to the Purchaser good and valid title to the Shares free and clear of any liens, security interests, options, charges, beneficial interests, claims and encumbrances of any kind (and any agreement to create any of the foregoing) except for restrictions on transfer created pursuant to the terms of this Agreement and applicable securities laws;
(d) The Shares have been duly and validly authorized and issued and are fully paid and non-assessable, such Shares constitute all of the issued and outstanding shares of the Series B Preferred Stock, and such Shares are entitled to all of the rights and preferences set forth in the Certificate of Designation. The Dividend Shares and the Conversion Shares, when issued in accordance with the terms of the Certificates of Designation, will be duly and validly authorized and issued, fully paid and non-assessable;
(e) No consents, approvals, authorizations and orders of any public, governmental or regulatory body, agency or authority and, to the knowledge of such counsel, of any other party (except such as shall have been obtained) are necessary for the due authorization, execution and delivery by the Company of this Agreement and the valid sale and delivery of the Shares to be sold by the Company hereunder;
