Opinions of Special Counsels to the Obligors Sample Clauses

Opinions of Special Counsels to the Obligors. (i) An opinion, dated the Effective Date, of Xxxxxxxx & Worcester LLP, special New York counsel to the Obligors, substantially in the form of Exhibit I-1 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request and (ii) an opinion, dated the Effective Date, of Xxxxxxx XxXxxxxx Stirling Scales, special Nova Scotia counsel to the Canadian Borrower substantially in the form of Exhibit I-2 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request.
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Opinions of Special Counsels to the Obligors. (i) An opinion, dated the Effective Date, of Xxxxxxxx & Worcester LLP, special New York counsel to the Obligors, substantially in the form of Exhibit G-1 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request and (ii) an opinion, dated the Effective Date, of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, special Pennsylvania counsel to the Obligors substantially in the form of Exhibit G-2 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request.
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Opinions of Special Counsels to the Obligors. (i) An opinion, dated the Effective Date, of Xxxxxxxx & Worcester LLP, special New York counsel to the Obligors, substantially in the form of Exhibit G-1 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request, (ii) an opinion, dated the Effective Date, of Xxxxxx, Xxxxx and Bockius LLP, special Pennsylvania counsel to the Obligors substantially in the form of Exhibit G-2 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request and (iii) an opinion, dated the Effective Date, of Xxxxxxx XxXxxxxx Stirling Scales, special Nova Scotia counsel to the Canadian Borrower substantially in the form of Exhibit G-3 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request.
Sample 1
Opinions of Special Counsels to the Obligors. An opinion, dated the Effective Date, of Xxxxxxxx & Worcester LLP, special New York counsel to the Obligors covering such matters as the Administrative Agent or any Lender may reasonably request (including, without limitation, an opinion that entering into this Agreement and/or incurring the Loans would not breach or require a prepayment of any material Indebtedness of the Parent or its Subsidiaries).
Sample 1
Opinions of Special Counsels to the Obligors. (i) An opinion, dated the Effective Date, of Xxxxxxxx & Worcester LLP, special New York counsel to the Obligors, substantially in the form of Exhibit G-1 hereto and covering such other matters as the Administrative Agent or any Lender may reasonably request and (ii) an opinion, dated the Effective Date, of Xxxxxxx XxXxxxxx Stirling Scales, special Canadian counsel to the Canadian Borrower, substantially in the form of Exhibit G-2 hereto and covering such other matters as the Administrative Agent, the Canadian Administrative Agent or any Lender may reasonably request
Sample 1

Related to Opinions of Special Counsels to the Obligors

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

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

  • Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.

  • Opinions of Counsel to Loan Parties Lenders shall have received executed copies of one or more favorable written opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Loan Parties and (ii) general counsel to Company, each dated as of the Closing Date and reasonably satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of Lenders may reasonably request (this Agreement constituting a written request by Company to such counsel to deliver such opinions to Lenders).

  • Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Legal Opinions of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

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