Common use of Opinions of Counsel Clause in Contracts

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US), counsel for the Parent, the Issuer and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer hereby instruct its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Parent, the Issuer Company and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for the ParentCompany, and in-house legal counsel to the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the such Closing (ai) from DLA Piper LLP (US)Xxxxx & Xxxxxxx LLP, counsel for the Parent, the Issuer Company and the other any Subsidiary Guarantors, covering substantially in the matters form set forth in Schedule 4.4(aExhibit 4.2(d) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its their counsel may reasonably request (and the Parent and the Issuer Company hereby instruct its instructs their counsel to deliver such opinion to the Purchasers) and (bii) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxx & Xxxxxx LLP, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its special counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Bxxxx Xxxxxxx, counsel for Esq., General Counsel of the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Bxxxxxx MxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxx & Xxxxxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Fulbright & Xxxxxxxx L.L.P., counsel for the Parent, the Issuer and the other GuarantorsCredit Parties, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxxxx and Colmar, special counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Subsidiary Guarantors hereby instruct its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Dechert LLP, special counsel for the Parent, the Issuer Company and the other Guarantorseach Initial Subsidiary Guarantor, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxxxx X. Xxxxx, counsel for Vice President, Associate General Counsel and Assistant Secretary of the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing from (a) from DLA Piper Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP (US)and Xxxx X. Xxxxxxx, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxxxx X. Xxxxx, counsel for Senior Vice President, General Counsel and Secretary of the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsObligors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser's counsel may reasonably request (and the Parent and the Issuer Obligors hereby instruct its their counsel to deliver such opinion to the Purchasers) such Purchaser), and (b) from Xxxxxxx and Xxxxxx Xxxxxxxxx Traurig, LLP, the Purchasers’ ' special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Funding Date (a) from DLA Piper LLP (US)Xxxxxx Xxxxxxxx LLP, counsel for the Parent, the Issuer and the other Guarantors, covering the matters set forth in Schedule 4.4(aExhibit 5.5(a) and covering such other matters incident to the transactions contemplated hereby and by the Subsidiary Guaranty Agreement as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Constituent Companies hereby instruct its their counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule 4.4(bExhibit 5.5(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxx Xxxxxxxx LLP, counsel for the Parent, the Issuer and the other Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Constituent Companies hereby instruct its their counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Guarantors hereby instruct its their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US), counsel for the Parent, the Issuer and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Parent, the Issuer Company and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Guarantors hereby instruct its their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Each Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the applicable Closing Day (a) from DLA Piper LLP (US)Xxxxx Xxxx, L.L.S.C., counsel for the ParentCompany, in the Issuer and the other Guarantors, covering the matters form set forth in Schedule as Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser’s counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchaserseach Purchaser) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in covering the form matters set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)1) Xxxxxx & Xxxxxxx LLP, special counsel for the Parent, the Issuer Constituent Companies and the other Subsidiary Guarantors, and (2) Xxxxxxx LLP, Maryland counsel to the Parent Guarantor, covering the matters set forth in Schedule 4.4(aSchedules 4.4(a)(1) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request 4.4(a)(2) (and the Parent and the Issuer Constituent Companies hereby instruct its their counsel to deliver such opinion opinions to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx Xxxxxxx Street LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibits 4.4(a) and 4.4(b) of the Note Purchase Agreement and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ ' special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(bExhibit 4.4(c) of the Note Purchase Agreement and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxxx & Xxxxxxxxx, L.L.P., special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser’s counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx LLPXxxxxx, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)McGuireWoods LLP, Xxxxxxx Xxxxxx L.L.P. and in-house legal counsel to the Company, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Pxxxxxxx Xxxxx LLP, counsel for the Parent, the Issuer Obligors and the other Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser's counsel may reasonably request (and the Parent and the Issuer Obligors hereby instruct its their counsel to deliver such opinion to the Purchasers) such Purchaser), and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ ' special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Bxxxx Xxxxxxx, counsel for Esq., General Counsel of the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US), i) counsel for the ParentCompany and (ii) Xxxxx Day, special counsel for the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a4.4(a)(i) and 4.4(a)(ii), respectively, and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxx Xxxxxxx and Xxxxxx Xxxxx LLP, the Purchasers’ special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Txxxxx X. Xxxxxx, counsel Esq., General Counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser’s counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing from (aa)(i) from DLA Piper LLP (US), counsel for the ParentCompany, and (ii) Xxxxxxx and Xxxxxx LLP, special counsel for the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a4.4(a)(i) and 4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and from (b) from Xxxxxx Xxxxxxx and Xxxxxx Xxxxx LLP, the Purchasers’ special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxx & Xxxxxxxx LLP, counsel for to the ParentNote Parties and from XxXxxxxxx X. Xxxxxxxx, XX, General Counsel of the Issuer and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and Company each covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Note Parties hereby instruct its such counsel to deliver such opinion opinions to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and transactions covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaserit, dated the date of the such Closing (a) from DLA Piper LLP (US), counsel one or more Associate General Counsel for the Parent, Issuers and Subsidiary Guarantors substantially in the Issuer and the other Guarantors, covering the matters forms set forth in Schedule 4.4(aExhibit 4.4(a)(1) and Exhibit 4.4(a)(2) and covering such other matters incident to such transactions as the transactions contemplated hereby as such Purchaser Purchasers or its their counsel may reasonably request (and the Parent and the Issuer Issuers hereby instruct its such counsel to deliver such opinion opinions to the Purchaserseach Purchaser) and (b) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser the Purchasers may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the ParentFund, the Issuer and the other Guarantors, together covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Fund hereby instruct instructs its counsel to deliver such opinion opinions to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US), counsel for the Parent, the Issuer and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer hereby instruct its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx Procter LLP, counsel for the Parent, the Issuer Company and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Trust, the Company and the Issuer Guarantors hereby instruct its their counsel to deliver such opinion opinions to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Each Purchaser shall have received opinions in form and substance satisfactory to such Purchaserit, dated the date Series D Deferred Closing Date, (i) from the General Counsel of the Closing (a) from DLA Piper LLP (US)Company and Xxxx and Xxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsObligors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby to occur hereunder in connection with the Series D Deferred Closing as such Purchaser or its special counsel may reasonably request (and the Parent and the Issuer Obligors hereby instruct its their counsel to deliver such opinion to the Purchasers) and (bii) from Xxxxxxx and Xxxxxx Xxxxxxxxx Traurig, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP Xxxxxxxx & Xxxxxxxx (US)UK) LLP, counsel for the ParentObligors, substantially in the Issuer and the other Guarantors, covering the matters form set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Obligors hereby instruct its their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx, Xxxxx & Bockius LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxxxx LLP, counsel for the ParentCompany, and in-house legal counsel to the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the applicable Closing Date (a) from DLA Piper LLP (US)Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US), i) counsel for the ParentCompany and (ii) Xxxxx Day, special counsel for the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a4.4(a)(i) and 4.4(a)(ii), respectively, and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Hunton Xxxxxxx and Xxxxxx Xxxxx LLP, the Purchasers’ special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the applicable Closing (a) from DLA Piper LLP (US)Xxxxxx & Xxxxxx, P.C., counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer hereby instruct Company instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx & Xxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing Date, (a) from DLA Piper LLP (US)Xxxxxxx X. Xxxxxxx, counsel for Assistant General Counsel of the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby by this Agreement as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct its instructs such counsel to deliver such opinion to the Purchasers) and (b) from Pillsbury Xxxxxxxx Xxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in covering the form matters set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Each Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper Xxxxx Xxxxx LLP (US)and Xxxx X. Xxxxxxxxx, general counsel for the Parent, the Issuer Parent and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser’s counsel may reasonably request (and the Parent and the Issuer hereby instruct Company instructs its counsel to deliver such opinion to the Purchasers) such Purchaser), and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ such Purchaser’s special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxx Xxxxxxx, counsel for Esq., General Counsel of the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US), counsel for the Parent, the Issuer and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx Xxxxxx Xxxx Xxxxxxx & Xxxxxx, P.C. and Xxxx & Loeb PLC, counsel for the Parent, the Issuer and the other GuarantorsCredit Parties, covering the matters set forth in Schedule 4.4(a) 4.4 and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Dechert LLP, special counsel for the Parent, the Issuer and the other GuarantorsObligors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx Bxxxxxx MxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxxxx, Street and Deinard Professional Association, special counsel for to the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its special counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxxx & Xxxxx LLP, counsel for the Parent, the Issuer Company and the other Original Subsidiary Guarantors, covering substantially in the matters form set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxx X. Xxxxxxxxx, Senior Corporate Counsel of Ameren Services Company, or another counsel chosen by the Company, and Xxxxxx, Xxxxx & Bockius LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Schedules 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request 4.4(b), respectively, (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibits 4.4(a) and 4.4(b) of the Note Purchase Agreement and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(bExhibit 4.4(c) of the Note Purchase Agreement and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxx & Xxxxxxxxx LLP, counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Closing, from (a) from DLA Piper LLP (US)Xxxxxxx X. XxXxxxxx, counsel for General Counsel of the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel may reasonably request (and the Parent and the Issuer Company hereby instruct its instructs such counsel to deliver such opinion to the Purchasers) and ), and (b) from Xxxxxxx and Xxxxxx Xxxxxxxxx LLP, the Purchasers’ such Purchaser's special counsel in connection with such transactions, substantially in the form set forth out in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper Xxxxxxx Xxxxxxx Street LLP (US)and Xxxxx Xxxxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. Section 4.5.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx and Colmar, special counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Subsidiary Guarantors hereby instruct its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxxx Procter LLP, counsel for the Parent, the Issuer and the other GuarantorsCredit Parties, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Parent hereby instruct its their counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx Xxxxxx, Xxxxx & Bockius LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Chance, counsel for the Parent, the Issuer Company and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Parent Guarantor hereby instruct its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Guarantors hereby instruct its their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx Xxxxxx Xxxx Xxxxxxx & Manner, P.C. and Loeb & Loeb PLC, counsel for the Parent, the Issuer and the other GuarantorsCredit Parties, covering the matters set forth in Schedule 4.4(a) 4.4 and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx Xxxx Xxxx & Xxxxxxxxxx, LLP, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxx Xxxx & Xxxxxxx LLP, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx Xxxxxx, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Naran U. Burchinow, counsel Esq., General Counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Gray Xxxy Xxxx & Xreidenrich, special counsel for the Parent, the Issuer Company and the other Guarantors, covering the matters set forth in Schedule 4.4(aExhibit 4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser's counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx LLPChapxxx xxx Cutlxx, the Purchasers’ xxch Purchaser's special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(bExhibit 4.5(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Kxxxx Xxxx & Hxxxxxx LLP, special counsel for the ParentCompany, substantially in the Issuer and the other Guarantors, covering the matters form set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) ), and (b) from Bxxxxx Xxxxxxx and Xxxxxx Xxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP (US), counsel for the Parent, the Issuer and the other GuarantorsNote Parties, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxx & XxXxxxxx LLP, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US), counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Dxxxxx Gxxxxxx PLLC, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its special counsel to deliver such its opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Sxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Parent, the Issuer Company and the other GuarantorsCredit Parties, covering substantially in the matters form set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion opinions to the Purchasers) and (b) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxx & Xxxxxxxxx LLP, counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Company and the Issuer Guarantors hereby instruct its their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)1) Lxxxxx & Wxxxxxx LLP, special counsel for the Parent, the Issuer Constituent Companies and the other Subsidiary Guarantors, and (2) Vxxxxxx LLP, Maryland counsel to the Parent Guarantor, covering the matters set forth in Schedule 4.4(aSchedules 4.4(a)(1) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request 4.4(a)(2) (and the Parent and the Issuer Constituent Companies hereby instruct its their counsel to deliver such opinion opinions to the Purchasers) and (b) from Xxxxxxx and Sxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Each Purchaser shall have received opinions in form and substance satisfactory to such Purchaserit, dated the date Series C Deferred Closing Date, (i) from the General Counsel of the Closing (a) from DLA Piper LLP (US)Company and Xxxx and Xxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsObligors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby to occur hereunder in connection with the Series C Deferred Closing as such Purchaser or its special counsel may reasonably request (and the Parent and the Issuer Obligors hereby instruct its their counsel to deliver such opinion to the Purchasers) and (bii) from Xxxxxxx and Xxxxxx Xxxxxxxxx Traurig, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxx and Xxxxxx, P.A., counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Kxxxxxx Mxxxxxxx & Kxxxxxx PLL, counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Morgxx, Xxxxx & Xockius LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct its instructs such counsel to deliver such opinion to the Purchasers) and (b) from Pillsbury Wintxxxx Xxxx Xxxxxxx and Xxxxxx LLPXXX, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Qxxxxxx & Bxxxx LLP, counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxx Day, special counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)i) Xxxxxx & Xxxxxxx LLP, U.S. special counsel for the ParentNote Parties, and (ii) Xxxxxx & Xxxxxxx (London) LLP, English special counsel for the Issuer Note Parties, substantially in form and the other Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident substance reasonably satisfactory to the transactions contemplated hereby as such Purchaser or its Purchasers and their special counsel may reasonably request (and the Parent and the Issuer Note Parties hereby instruct its counsel to deliver such opinion opinions to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxxxxx Traurig, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxx Day and Xxxxxxx, Xxxxx & Xxxxxx, special counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) ), and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxxx LLP, counsel for the Parent, the Issuer Obligors and the other Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser’s counsel may reasonably request (and the Parent and the Issuer Obligors hereby instruct its their counsel to deliver such opinion to the Purchasers) such Purchaser), and (b) from Xxxxxxx and Xxxxxx Xxxxxxxxx Traurig, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxx LLP, counsel for the Parent, the Issuer Company and the other GuarantorsSubsidiary Guarantor, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the ParentCompany, and from the Issuer and General Counsel or Associate General Counsel of the other Guarantors, Company covering the matters set forth in Schedule 4.4(a(and divided among such counsels) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel counsels to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) Exhibit 4.4 and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from DLA Piper LLP (US)Lxxxx Lord Bissell & Liddell LLP, special counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Sxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Sonnxxxxxxxx Xxxx & Xosexxxxx, counsel xxunsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser's counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx LLPChapxxx xxx Cutlxx, the Purchasers’ xxe Purchaser's special counsel in connection with such transactions, substantially in covering the form matters set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the such Closing Day (a) from DLA Piper LLP (US)McGuireWoods LLP, special counsel for to the Parent, the Issuer Company and the other GuarantorsParent Guarantor, covering the matters set forth in Schedule 4.4(a) Exhibit 4.6 and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its such Purchaser’s counsel may reasonably request (and the Parent Company and the Issuer Parent Guarantor hereby instruct its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel or such other counsel who is acting as special counsel for it in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering a favorable opinion satisfactory to such other Purchaser as to such matters incident to such transactions as such Purchaser it may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Faegre Xxxxx Xxxxxxx LLP, counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.. X.X. Xxxxxx Company 2012 Note Purchase Agreement

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Xxxxxxx X. Xxx, Esq., Vice President and Deputy General Counsel of the Company, or another counsel chosen by the Company, and Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Schedules 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request 4.4(b), respectively, (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the such Closing (a) from DLA Piper LLP (US)Xxxxxxxx Xxxx LLP, counsel for the Parent, the Issuer and the other Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) transactions and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such The Purchaser shall have received opinions in form and substance satisfactory to such Purchaserit, dated the date of the Closing Date (a) from DLA Piper LLP (US)Xxxxxxxx, Xxxxxx, Xxxxx & Xxxxxxx PC, special counsel for to the Parent, the Issuer and the other GuarantorsCompany, covering the matters set forth in Schedule Exhibit ------- 4.4(a) ), and covering such other matters incident to the transactions ------ contemplated hereby as such the Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the PurchasersPurchaser) and (b) if required by the Purchaser, from Xxxxxxx and Xxxxxx LLP, the Purchasers’ Purchaser's special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such the Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from DLA Piper LLP (US)Txxxxxxx Hxxx LLP, counsel for the Parent, the Issuer Company and the other Subsidiary Guarantors, covering the matters set forth in Schedule Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent and the Issuer Company hereby instruct instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.