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 Xxxxxxxxxxx X. Xxxxxx, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxx X. XxxxxxXx, counsel for Esq., Vice President-General Counsel of the Company, Parent Guarantor covering the matters set forth in 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 Company Constituent Companies hereby instructs its instruct such counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxxx, Xxxxx & Xxxxxx LLP, special counsel to for the CompanyConstituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s special counsel to the Purchasers may reasonably request (and the Company Constituent Companies hereby instructs its instruct such counsel to deliver such opinion to the Purchasers), such Purchaser) and (c) 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 Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx(i) Xxxxxx & Xxxxxxx LLP, special counsel for the CompanyParent, the Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (bii) from Xxxxxxxx Xxxxxx, Xxxxxxx LLP, special Maryland counsel to for the CompanyParent, covering the matters set forth in Exhibit 4.4(bSchedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company Parent, the Issuer and the Initial Subsidiary Guarantors hereby instructs its counsel instruct their counsels to deliver such opinion opinions to the Purchasers), ) and (cb) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxx & XxXxxxx LLP, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx XxxxxxXxxx Xxxxx, LLP, special counsel to the CompanyChief Regulatory Counsel for Unitil Service Corp., covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel Xxxx Xxxxx to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such the Purchaser or such the Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxxxxx X. Xxxxxx, counsel for General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Winston & Xxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxxxxx X. XxxxxxXxxxxxxx, counsel for Deputy General Counsel and Assistant Secretary of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, LLPXxxxx Day, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxx Xxxxxx LLP, special counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx XxxxxxXxxx Xxxxx, LLP, special counsel to the CompanyChief Regulatory Counsel for Unitil Service Corp., covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel Xxxx Xxxxx to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxx X. XxxxxxXx, counsel for Esq., Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Company, Parent Guarantor covering the matters set forth in 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 Company Constituent Companies hereby instructs its instruct such counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Pillsbury Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx LLP, special counsel to for the CompanyConstituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s special counsel to the Purchasers may reasonably request (and the Company Constituent Companies hereby instructs its instruct such counsel to deliver such opinion to the Purchasers), such Purchaser) and (c) 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 Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (aa)(i) from Xxxxxxxxxxx X. XxxxxxHxxxxxxx Mxxxxx Sxxxxxxx and Cxxx LLP, independent counsel for the CompanyCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ), (bii) from Xxxxxxxx Xxxxxx, Bxxxxxx Xxxxx LLP, as special Maryland counsel to the CompanyParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers), ) and (cb) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.Agree Limited Partnership Uncommitted Master Note Facility

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 Xxxxxxxxxxx X. XxxxxxHunton & Xxxxxxxx LLP, special Virginia counsel for to the Company, covering substantially in the matters form set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx XxxxxxXxxxx X. X’Xxxxxx, LLP, special counsel to General Counsel of the Company, covering substantially in the matters form set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request, (c) from Cravath, Swaine & Xxxxx LLP, special counsel to the Company, substantially in the form set forth in Exhibit 4.4(c) and covering such Purchaser’s other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (cd) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxx X. XxxxxxXxxxxxxxx, counsel Managing Counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Xxxxx Xxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxx X. XxxxxxXx, counsel for Esq., Vice President-General Counsel of the Company, Company covering the matters set forth in 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 Company hereby instructs its such counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxxx, Xxxxx & Xxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s special counsel to the Purchasers may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion to the Purchasers), such Purchaser) and (c) 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 Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxHunton & Xxxxxxxx LLP, special Virginia counsel for to the Company, covering substantially in the matters form set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx XxxxxxXxxxx X. X’Xxxxxx, LLPSenior Vice President, special counsel to Strategic Development and Chief Legal Officer of the Company, covering substantially in the matters form set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request, (c) from Cravath, Swaine & Xxxxx LLP, special counsel to the Company, substantially in the form set forth in Exhibit 4.4(c) and covering such Purchaser’s other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (cd) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxx X. XxxxxxXxxxxxx, counsel for General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Faegre & Xxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx Xxxxxx, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxxx X. XxxxxxXxxxxxxxxxx, counsel for Vice President & Associate General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. King & Spalding LLP, counsel to the Constituent Companies and the Subsidiary Guarantors, Xxxxxxx LLP, Maryland counsel to the Constituent Companies and the Subsidiary Guarantors, Xxxxxxxxx Traurig LLP, Massachusetts counsel to the Constituent Companies and the Subsidiary Guarantors, Smith, Slusky, Xxxxxx & Xxxxxx, LLP, Nebraska counsel for to the CompanyConstituent Companies and the Subsidiary Guarantors, and Stoel Rives LLP, Minnesota counsel to the Constituent Companies and the Subsidiary Guarantors, collectively covering the matters set forth in Exhibit 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 Company Constituent Companies hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxx X. XxxxxxXx, counsel for Esq., Senior Vice President, General Counsel, Chief Compliance & Administrative Officer and Corporate Secretary of the Company, Company covering the matters set forth in 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 Company hereby instructs its such counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Pillsbury Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s special counsel to the Purchasers may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion to the Purchasers), such Purchaser) and (c) 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 Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxxx & Xxxxxxx LLP, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the General Counsel for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), ) and (c) from Xxxxxx, Xxxxx & Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) agreed with such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.DB1/ 133878806.7

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 Xxxxxxxxxxx Xxxx X. XxxxxxXxxxxxxxxx, counsel for Senior Vice President, General Counsel, Secretary and Chief Administrative Officer of the Company, covering substantially in the matters form set forth in Exhibit 4.4(a), and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request, (b) from Jenner & Block LLP, special counsel to the Company, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) ), and (bc) from Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx LLP, special counsel to the CompanyPurchasers in connection with such transactions, covering substantially to the matters effect set forth in Exhibit 4.4(b4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxMiller, Canfield, Paddock and Stone, P.L.C., counsel for the CompanyCompany and those Subsidiary Guarantors incorporated under the laws of Michigan or Delaware, covering the matters set forth in 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 Company hereby instructs its counsel Miller, Canfield, Paddock and Stone, P.L.C. to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx XxxxxxDaryl P. McDonald, LLPEsq., special counsel to General Counsel & Secretary of the Company, covering the matters cxxxxxxx xxx xxxxxrs set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its counsel General Counsel & Secretary to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx Chapman and Xxxxxx LLPCutler, the Purchasers’ such Purchaser's special counsel in connection with such transactionswitx xxxx transxxxxxxs, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx XxxxxxXxxxxxxxxx, LLPXxxxx & Xxxxxxxx, Ltd., special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such the Purchaser or such the Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx Xxxxxx, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxxxxxxxx X. XxxxxxXxxxxxxx LLP, independent counsel for the CompanyCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ), (bii) from Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx LLP, as special Maryland counsel to the CompanyParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers), ) and (cb) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Kxxxx X. XxxxxxXxxxxxxxxx, counsel for Esq., General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx Xxxxxx, Bxxxxxx Xxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser), (c) from Cxxxxxxxx & Bxxxxxx LLP, special counsel for the PurchasersCompany, covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser), and (cd) from Xxxxxxx and Xxxxxx Hunton & Wxxxxxxx LLP, the Purchasers’ special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxShearman & Sxxxxxxx, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its such counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx XxxxxxW. Xxxx Xxxxx, LLPEsq., special counsel General Counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request, (c) from Torys LLP, Canadian counsel for the Company, covering the matters set forth in Exhibit 4.4(c) and covering such Purchaser’s other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion to the Purchasers), such Purchaser) and (cd) from Xxxxxxx and Sxxxxx Xxxxxx LLP& Wxxxx, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such PurchaserMetLife, dated the date of the such Closing (a) from Xxxxxxxxxxx X. Xxxxxx(i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP or such other counsel as may be selected by the Company, as counsel for the Company and the other Credit Parties, in form and substance satisfactory to MetLife and covering such matters incident to the transactions contemplated hereby as MetLife or such Purchaser or its counsel may reasonably request through MetLife (and the Company hereby instructs its counsel to deliver such opinions to the Purchasers), and (ii) the general counsel for the Company, covering the matters set forth in Exhibit 4.4(a) form and substance satisfactory to MetLife and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request through MetLife (and the Company hereby instructs its general counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion opinions to the Purchasers), and (cb) from Akin Gump Xxxxxxx and Xxxxxx LLPXxxxx & Xxxx LLP or such other counsel as has been approved by the Required Holders, as the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and substance satisfactory to such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request. .” (d) The Company following new Section 9.10 is hereby directs its counsel added to deliver the opinions required by this Note Purchase Agreement immediately following Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized 9.9 of the Note Purchase Agreement to rely on such opinions.read as follows:

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 Xxxxxxxxxxx Xxxxxxx X. XxxxxxXxxxxxxxx, counsel for Esq., General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx Xxxxxx, Xxxxxxxxx & Xxxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx and Xxxxxx Xxxxx Xxxxxxxxxx LLP, the Purchasers’ special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxMayer, Brown, Xxxx & Maw LLP, special counsel for the Trust and the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby by the Financing Documents as such Purchaser or its counsel may reasonably request (and the Trust and the Company hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Xxxxxxx LLP, special Maryland counsel to for the CompanyTrust, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby by the Financing Documents as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Trust and the Company hereby instructs its instruct their counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Day, Xxxxx & Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. King & Spalding LLP, counsel to the Constituent Companies and the Subsidiary Guarantors, Xxxxxxx LLP, Maryland counsel to the Constituent Companies and the Subsidiary Guarantors, Xxxxxxx XxXxxxxx, Nova Scotia counsel to the Constituent Companies and the Subsidiary Guarantors, K&L Gates, Australian counsel to the Constituent Companies and the Subsidiary Guarantors, and Xxxxxxx Xxxxxx, New Zealand counsel for to the CompanyConstituent Companies and the Subsidiary Guarantors, collectively covering the matters set forth in Exhibit 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 Company Constituent Companies hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxWinston & Xxxxxx LLP, counsel U.S. legal advisers for the Company, the Parent and the Initial Subsidiary Guarantor, covering the matters set forth in 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 Company Company, the Parent and the Initial Subsidiary Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ); (b) from Xxxxxxxx XxxxxxStudio Legale Xxxxxxx Erede Xxxxxxxxxx, LLP, special counsel to Italian legal advisers for the CompanyParent and the Initial Subsidiary Guarantor, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company Parent and the Initial Subsidiary Guarantor hereby instructs instruct its counsel to deliver such opinion to the Purchasers), ; and (c) from Xxxxxxx and Xxxxxx LLP& Xxxxxxx, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and transactions covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the applicable Closing (a) (1) from Xxxxxxxxxxx X. Xxxxxx, Xxxx & Xxxxxxxx LLP counsel for the Company, covering the matters set forth in Exhibit 4.4(a4.4(a)(1) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (2) from Xxxxxxx Xxxxx, Senior Vice President and General Counsel of the Company, covering the matters set forth in Exhibit 4.4(a)(2) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxx & XxXxxxx LLP, counsel for the CompanyCompany and Unitil, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx XxxxxxXxxx Xxxxx, LLP, special counsel to the CompanyChief Regulatory Counsel for Unitil Service Corp., covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel Xxxx Xxxxx to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxxxxxxxx X. XxxxxxHxxxxxxx Mxxxxx Sxxxxxxx and Cxxx LLP, independent counsel for the CompanyCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ), (bii) from Xxxxxxxx Xxxxxx, Bxxxxxx Xxxxx LLP, as special Maryland counsel to the CompanyParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers), ) and (cb) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx (i) Xxxxx & XxXxxxxx LLP, independent counsel for the Company and the Parent Guarantor, (ii) Xxxxxxx LLP, Maryland counsel for the Parent Guarantor, and (iii) Jordan X. Xxxxxx, Esq., general counsel for the CompanyCompany and the Parent Guarantor, collectively, covering the matters set forth in 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 Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.Xxxxx Portfolio, L.P. 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 (aa)(i) from Xxxxxxxxxxx X. XxxxxxXxxxxx Xxxxx Xxxxxxx Xxxxx & Xxxxx LLP, counsel for the CompanyCompany and the Original Guarantors, covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (ii) from Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company and the Original Guarantors, covering the matters set forth in Schedule 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx Xxxx & Xxxxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxArentFox Schiff LLP, special counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx XxxxxxXxxxxxxxx & Xxxxxxx, LLPPLLC, special Nevada counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx X. Xxxxxxxx, General Counsel of the Company, covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser) and (d) from Xxxxxx & Xxxxxxx LLP, the Purchasers’ special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxMxxxxxx Xxxxx, counsel Esq., General Counsel for the CompanyCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.5(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, (b) from DLA Piper US LLP, special counsel for the Company and the Guarantors, covering the matters set forth in Exhibit 4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (bc) from Xxxxxxxx Xxxxxx, Sxxxxx Xxxxxx LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxWinston & Xxxxxx LLP, counsel U.S. legal advisers for the Company, the Parent and the Initial Subsidiary Guarantor, covering the matters set forth in 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 Company Company, the Parent and the Initial Subsidiary Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ); (b) from Xxxxxxxx XxxxxxStudio Legale Xxxxxxx Erede Xxxxxxxxxx, LLP, special counsel to Italian legal advisers for the CompanyParent and the Initial Subsidiary Guarantor, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company Parent and the Initial Subsidiary Guarantor hereby instructs instruct its counsel to deliver such opinion to the Purchasers), ; and (c) from Xxxxxxx and Xxxxxx White & Case LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and transactions covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxxxx X. Santivacsi, Esq., counsel to the Company and Xxxxxx, Xxxxx & Bockius LLP, counsel for the Company, together covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion opinions to the Purchasers) and such Purchaser), (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Companyfor each Guarantor, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion opinions to the Purchaserssuch Purchaser), and (c) from Xxxxxxx and Xxxxxx LLPXxxxxx, the Purchasers’ ' special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Jxxxx X. Xxxxxx, counsel for General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, LLPBxxxx Bxxxx L.L.P., special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel counsel, in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxxx Xxxxxxxxxx, Esq., general counsel for to the CompanyCompany and the Guarantors, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's special counsel may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion to the Purchaserssuch Purchaser), (b) from Xxxxxxx and Xxxxxx, special counsel to the Company and the Guarantors, covering the matters set forth in Exhibit 4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser's special counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxxx and Xxxxxx LLPXxxxxx & Xxxxx, the Purchasers’ such Purchaser's special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing Day, from (a) from Xxxxxxxxxxx X. Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, covering substantially in the matters form set forth out in 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 Company hereby instructs its such counsel to deliver such opinion to the Purchasers) and such Purchaser), and (b) from Xxxxxxxx XxxxxxXxxx X. Xxxxx, LLP, special counsel to Associate General Counsel of the Company, covering substantially in the matters form set forth out in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion to the Purchaserssuch Purchaser), and and (c) from Xxxxxx, Xxxxx & Xxxxxxx and Xxxxxx LLP, special counsel to the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth out in Exhibit 4.4(c) and covering such other matters incident to such the transactions contemplated hereby as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxJohn J. Bishar, counsel for the Jr., Esq., General Counsel to KeySpan Corporation xxx Xxxxxxx xx xxx Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Simpson Thacher & Bartlett LLP, special counsel to for the Company, covering the matters set forth xxxxxxxx xxx xxttexx xxx xorth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its special counsel to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx Dewey Ballantine LLP, the Purchasers’ ' special counsel counsel, in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) conxxxxxxx xxxx xhe transactions contemplated hereby and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxKirk J. Xxxx, counsel for Xxx., General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx XxxxxxCovingtxx & Xxxxing XXX, LLP, special counsel to xounsel for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx and Xxxxxx LLPDewey Bxxxxxxxxx XXX, xpecial counsel for the Purchasers’ special counsel Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxxx X. XxxxxxXxxx, counsel for Xx., General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, LLPXxxxx Day, special counsel to for the Company, and Xxxxxx Xxxxxxxx & Xxxx LLP, Michigan special counsel for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion opinions to the Purchasers), and (c) from Xxxxxxx and Xxxxxx Xxxxxx, LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxx Xxxxxx LLP, special counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxx Xxxxx, Chief Regulatory Counsel for Unitil Service Corp., and/or from Ransmeier & Xxxxxxxx Xxxxxx, LLPP.C., special real estate counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel Xxxx Xxxxx to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxDentons US LLP, special counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxx Xxxxx, Chief Regulatory Counsel for Unitil Service Corp., and/or from Ransmeier & Xxxxxxxx Xxxxxx, LLPP.C., special real estate counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel Xxxx Xxxxx to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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) (1) from Xxxxxxxxxxx X. Xxxxxx, Xxxx & Xxxxxxxx LLP counsel for the Company, covering the matters set forth in Exhibit 4.4(a4.4(a)(1) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (2) from Xxxxxxx Xxxxx, Senior Vice President and General Counsel of the Company, covering the matters set forth in Exhibit 4.4(a)(2) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxRxxxxxx Xxxxx, Esq., Assistant General Counsel of NJR Service Corporation, and of Txxxxxxx Sxxxxxx LLP, in each case special counsel for the CompanyCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.6(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 Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser) and (b) from Xxxxxxxx Xxxxxx, Sxxxxx Xxxxxx LLP, special counsel to the CompanyPurchasers of the Notes of such Series, covering the matters set forth in Exhibit 4.4(b) and covering or such other matters incident to the transactions contemplated hereby special counsel as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers)Purchasers shall have designated, and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.6(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, Xxxxxx LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of First Closing Date (for the First Closing) or the Second Closing Date (for the Second Closing) (a) from Xxxxxxxxxxx X. Xxxxxx(i) Xxxxxx & Xxxxxxx LLP, special counsel for the CompanyParent, the Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (bii) from Xxxxxxxx Xxxxxx, Xxxxxxx LLP, special Maryland counsel to for the CompanyParent, covering the matters set forth in Exhibit 4.4(bSchedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company Parent, the Issuer and the Initial Subsidiary Guarantors hereby instructs its counsel instruct their counsels to deliver such opinion opinions to the Purchasers), ) and (cb) from Xxxxxx, Xxxxx & Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxx Xxxxx Xxxxxxxx, counsel for Deputy General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx XxxxxxCravath, Swaine & Xxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx(i) Xxxxxxxx Xxxxx, General Counsel to the Obligors, and (ii) Mayer, Brown, Xxxx & Maw, special counsel for the CompanyObligors, covering the matters set forth in Exhibit 4.4(a5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company Obligors hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx XxxxxxXxxxxx Xxxxxxx & Farmers, LLP, special Barbados counsel to the Companyfor GEI, covering the matters set forth in Exhibit 4.4(b5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company GEI hereby instructs instruct its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx and Xxxxxx LLPXxxxxx, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxxxxxxxx X. XxxxxxXxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, independent counsel for the CompanyCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ), (bii) from Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx LLP, as special Maryland counsel to the CompanyParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers), ) and (cb) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxRoy H. Stahl, counsel for Esq., General Counsel of the Company, covering the matters set forth mattxxx xxx xxxxh in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx XxxxxxDilworth Paxson, LLP, special counsel to the Company, covering the matters set forth maxxxxx xxx xxxxx in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx Chapman and Xxxxxx Cutler LLP, the Purchasers’ ' special counsel in connection with such transactionsxxxx xuch txxxxxxtions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxxxx X. XxxxxxXxxxx, counsel for General Counsel to the Company, Company covering the matters set forth in Exhibit paragraph 6(a) and 6(b) of Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser Purchasers or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, Jenner & Block LLP, special counsel to for the Company, covering the remaining matters set forth in Exhibit 4.4(bSchedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser Xxxxxx Engineering Group Inc. Note Purchase Agreement or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), ) and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxx Xxxxxxxx, counsel for General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx Xxxxxx, LLPXxxxxx Xxxxxxx PLLC, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx and Xxxxxx LLPXxxxxx, the Purchasers’ ' special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxDentons US LLP or another member firm of Dentons, in each case special counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxxx Xxxxxx, LLP, special counsel to the CompanyChief Regulatory Counsel for Unitil Service Corp., covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel Xxxxxxx Xxxxxx to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 A. Xxxxxxxxxxx X. XxxxxxXxxxx, general counsel for the CompanyCompany and the Closing Guarantors, covering the matters set forth in Exhibit 4.4(a4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), (b) from Xxxxx Day, special counsel for the Company and the Closing Guarantors, covering the matters set forth in Exhibit 4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 X. Xxxxxxxxxxx X. XxxxxxXxxxx, general counsel for the CompanyCompany and the Closing Guarantor, covering the matters set forth in Exhibit 4.4(a4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), (b) from Xxxxx Day, special counsel for the Company and the Closing Guarantor, covering the matters set forth in Exhibit 4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Jxxxxx X. XxxxxxXxxxx, Associate Corporate Counsel and Vermont counsel for the Company, covering the matters set forth in Exhibit 4.4(a); (b) and from Rxxxxxxxx & Sxxxxxxx PC, New Hampshire counsel for the Company, covering the matters set forth in Exhibit 4.4(b); (c) from Mxxxxx Cxxxxxx LLP, Connecticut counsel for the Company, covering the matters set forth in Exhibit 4.4(c); (d) from Vxxxxxx Xxxx LLP, Maine counsel for the Company, covering the matters set forth in Exhibit 4.4(d); (e) from Lxxx & Loeb LLP, New York counsel for the Company, covering the matters set forth in Exhibit 4.4(e); (each of the opinions listed in clauses (a) through (e) above (1) shall also cover such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its each of such counsel to deliver such opinion opinions to such Purchaser and (2) may, with respect to the Purchasers) Other Bonds, be rendered by other counsel for the Company approved in writing by such Purchaser, which approval shall not be unreasonably withheld); and (bf) from Xxxxxxxx Xxxxxx, LLP, special counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Dxx Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxxxxxxxx X. XxxxxxHxxxxxxx Mxxxxx Sxxxxxxx and Cxxx LLP, independent counsel for the CompanyCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ), (bii) from Xxxxxxxx Xxxxxx, Bxxxxxx Xxxxx LLP, as special Maryland counsel to the CompanyParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instructs its instruct their counsel to deliver such opinion to the Purchasers), ) and (cb) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.Agree Limited Partnership 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 Xxxxxxxxxxx X. XxxxxxXxxxxx & Xxxxxxx LLP, counsel for the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, LLP, special counsel to the General Counsel for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), ) and (c) from Xxxxxx, Xxxxx & Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) agreed with such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxxx X. XxxxxxXxxxxxxxxx, counsel for Esq., Associate General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx & Xxxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxxx Xxxx, counsel for General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx Xxxxxx, Xxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx and Xxxxxx LLPXxxxxx, the Purchasers’ ' special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Day, from (a) from Xxxxxxxxxxx X. Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, covering substantially in the matters form set forth out in 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 Company hereby instructs its such counsel to deliver such opinion to the Purchasers) and such Purchaser), and (b) from Xxxxxxxx XxxxxxXxxxx X. Xxxxx, LLP, special Vice President - Legal of the Company and counsel to the CompanyGuarantors, covering substantially in the matters form set forth out in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion to the Purchaserssuch Purchaser), and and (c) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, special counsel to the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth out in Exhibit 4.4(c) and covering such other matters incident to such the transactions contemplated hereby as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of First Closing Date (for the First Closing) or the Second Closing Date (for the Second Closing) (a) from Xxxxxxxxxxx X. Xxxxxx(i) Lxxxxx & Wxxxxxx LLP, special counsel for the CompanyParent, the Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (bii) from Xxxxxxxx Xxxxxx, Vxxxxxx LLP, special Maryland counsel to for the CompanyParent, covering the matters set forth in Exhibit 4.4(bSchedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company Parent, the Issuer and the Initial Subsidiary Guarantors hereby instructs its counsel instruct their counsels to deliver such opinion opinions to the Purchasers), ) and (cb) from Xxxxxxx and Xxxxxx Mxxxxx, Xxxxx & Bxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxWinston & Xxxxxx LLP, counsel U.S. legal advisers for the CompanyCompany and the Initial Subsidiary Guarantors, covering in the matters set forth in form attached as 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 Company and the Initial Subsidiary Guarantors hereby instructs its instruct their counsel to deliver such opinion to the Purchasers) and ); (b) from Xxxxxxxx XxxxxxStudio Legale Xxxxxxx Erede Xxxxxxxxxx, LLPItalian legal advisers for the Company and the Initial Subsidiary Guarantors, special counsel to in the Company, covering the matters set forth in form attached as Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company and the Initial Subsidiary Guarantors hereby instructs instruct its counsel to deliver such opinion to the Purchasers), ; and (c) from Xxxxxxx and Xxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially transactions in the form set forth in attached as Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx, counsel for the CompanyGeneral Counsel of the Company and the Subsidiary Guarantor, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Sidley Austin LLP, special counsel to for the Company, covering the matters set forth in AVON PRODUCTS, INC. NOTE PURCHASE AGREEMENT Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. XxxxxxXxxxxx & Xxxxxxx LLP, counsel for the CompanyObligors, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its the Purchasers’ counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and ), (b) from Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx Xxxxxxx & Ingersoll LLP, special Maryland counsel to for the CompanyObligors, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s the Purchasers’ counsel may reasonably request with respect to Maryland law (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Xxxxxxx and Milbank, Tweed, Xxxxxx & XxXxxx LLP, the Purchasers’ special New York counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx Xxxxx X. XxxxxxXx, counsel for Esq., Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Company, Company covering the matters set forth in 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 Company hereby instructs its such counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Pillsbury Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s special counsel to the Purchasers may reasonably request (and the Company hereby instructs its such counsel to deliver such opinion to the Purchasers), such Purchaser) and (c) 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 Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

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 Xxxxxxxxxxx X. Xxxxxx(x) Lxxxxx & Wxxxxxx LLP, special counsel for the CompanyNote Parties, covering in substantially the matters form set forth in Exhibit 4.4(aSchedule 4.4(a)(x) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company Note Parties hereby instructs its instruct their counsel to deliver such opinion opinions to the Purchasers) and (by) from Xxxxxxxx Xxxxxx, Vxxxxxx LLP, special Maryland counsel to the CompanyNote Parties, covering in substantially the matters form set forth in Exhibit 4.4(bSchedule 4.4(a)(y) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company Note Parties hereby instructs its instruct their counsel to deliver such opinion opinions to the Purchasers), ) and (cb) from Xxxxxxx Cxxxxxx and Xxxxxx Cxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.Safehold Operating Partnership LP 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 such Closing (a) from Xxxxxxxxxxx X. Xxxxxx(i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP or such other counsel as may be selected by the Company, as counsel for the CompanyCompany and the other Credit Parties, covering the matters set forth in Exhibit 4.4(a) form and substance satisfactory to Prudential and such Purchaser and covering such other matters incident to the transactions contemplated hereby as Prudential, such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion opinions to Prudential and the Purchasers) ), and (bii) from Xxxxxxxx Xxxxxx, LLP, special the general counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) form and substance satisfactory to Prudential and such Purchaser and covering such other matters incident to the transactions contemplated hereby as Prudential, such Purchaser or such Purchaser’s its counsel may reasonably request (and the Company hereby instructs its general counsel to deliver such opinion opinions to Prudential and the Purchasers), and (cb) from Akin Gump Xxxxxxx and Xxxxxx LLPXxxxx & Xxxx LLP or such other counsel as has been approved by the Required Holders, as the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and substance satisfactory to Prudential and such Purchaser and covering such other matters incident to such transactions as Prudential, such Purchaser or its counsel may reasonably request. The Company .” 1.13 Section 8.1 of the Shelf Agreement is hereby directs its counsel to deliver amended by inserting the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.following new clause (e) immediately after clause (d):

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 Xxxxxxxxxxx X. XxxxxxXxxx Xxxxxxxx, counsel for General Counsel of the Company, covering the matters set forth in 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 Company hereby instructs its counsel to deliver such opinion to the Purchasers) and such Purchaser), (b) from Xxxxxxxx Xxxxxx, XxXxxxxxx Will & Xxxxx LLP, special counsel to for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s 's counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchaserssuch Purchaser), and (c) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ ' special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.