Common use of Opinions Clause in Contracts

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 45 contracts

Samples: Letter Agreement (Avaya Holdings Corp.), Letter Agreement (Avaya Holdings Corp.), Letter Agreement (Avaya Holdings Corp.)

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Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 11 contracts

Samples: Letter Agreement (Akamai Technologies Inc), Letter Agreement (Akamai Technologies Inc), Workday, Inc.

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect covering customary matters, and subject to the matters set forth customary assumptions, qualifications and exceptions, in Sections 8(a) through (d) of this Confirmationeach case reasonably acceptable to Dealer. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 9 contracts

Samples: Letter Agreement (CalAmp Corp.), Letter Agreement (CalAmp Corp.), Letter Agreement (CalAmp Corp.)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (de) of this ConfirmationConfirmation (except as to whether this Confirmation constitutes Company’s valid and binding obligation or is enforceable in accordance with its terms); provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 8 contracts

Samples: Letter Agreement (Air Transport Services Group, Inc.), Letter Agreement (Air Transport Services Group, Inc.), Letter Agreement (Air Transport Services Group, Inc.)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, to Dealer with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 8 contracts

Samples: Letter Agreement (TTM Technologies Inc), Letter Agreement (TTM Technologies Inc), Letter Agreement (TTM Technologies Inc)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (dc) and Section 8(d)(ii) of this Confirmation; provided that such opinion of counsel may contain customary exceptions and qualifications, including, without limitation, exceptions and qualifications relating to indemnification provisions. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 8 contracts

Samples: Letter Agreement (Gilead Sciences Inc), Letter Agreement (Gilead Sciences Inc), Letter Agreement (Gilead Sciences Inc)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (d) of this ConfirmationConfirmation (except as to whether or not this Confirmation constitutes Company’s valid and binding obligation or is enforceable against Company in accordance with its terms). Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 8 contracts

Samples: Letter Agreement (Chart Industries Inc), Letter Agreement (Chart Industries Inc), Chart Industries Inc

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (d) of this ConfirmationConfirmation (subject to customary assumptions, exceptions and qualifications). Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 4 contracts

Samples: Letter Agreement (Albany Molecular Research Inc), Letter Agreement (Albany Molecular Research Inc), Letter Agreement (Albany Molecular Research Inc)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Effective Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 4 contracts

Samples: Letter Agreement (Aceto Corp), Letter Agreement (Aceto Corp), Letter Agreement (Aceto Corp)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (de) of this Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 3 contracts

Samples: Letter Agreement (Cracker Barrel Old Country Store, Inc), Perficient Inc, Perficient Inc

Opinions. Company shall deliver to Dealer an opinion of counselcounsel in form and substance reasonably acceptable to Dealer, dated as of the Trade Date, to Dealer with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 3 contracts

Samples: Letter Agreement (Group 1 Automotive Inc), Letter Agreement (Group 1 Automotive Inc), Letter Agreement (Group 1 Automotive Inc)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Amendment and Restatement Date, with respect to the matters set forth in Sections 8(a‎8(a) through (d‎(d) of this Amended and Restated Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Liberty Media Corp, Liberty Media Corp

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation, which shall be deemed delivered to Dealer hereunder if delivered to Dealer under the Purchase Agreement. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Kbr, Inc.), Kbr, Inc.

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (df) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Tower Group, Inc.), Letter Agreement (Tower Group, Inc.)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (dSection 3(a) of this Confirmationthe Agreement; provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Cinemark Holdings, Inc.), Itron, Inc.

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to Company in relation to the matters set forth in Sections 8(a) through (d) of this Confirmation; provided that any such opinion of counsel will contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: On Semiconductor Corp, On Semiconductor Corp

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade DateJune 18, 2013, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Allscripts Healthcare Solutions, Inc.), Letter Agreement (Allscripts Healthcare Solutions, Inc.)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade DateDate and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Navistar International Corp), Letter Agreement (Navistar International Corp)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade DateJune 18, 2018 with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Allscripts Healthcare Solutions, Inc.), Letter Agreement (Allscripts Healthcare Solutions, Inc.)

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Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (d8(d) of this Confirmation, subject to customary assumptions, qualifications and exemptions, in each case reasonably acceptable to Dealer. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Letter Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (dc) and (d)(i) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Meadowbrook Insurance Group Inc), Letter Agreement (Meadowbrook Insurance Group Inc)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade DateJune 18, 2013 with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Letter Agreement (Allscripts Healthcare Solutions, Inc.), Allscripts Healthcare Solutions, Inc.

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Amendment and Restatement Date, with respect to the matters set forth in Sections 8(a) through (d) of this Amended and Restated Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 2 contracts

Samples: Liberty Media Corp, Liberty Media Corp

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such {00050290;1} 10 opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 1 contract

Samples: Letter Agreement (Molina Healthcare Inc)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(aý8(a) through (dý(d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 1 contract

Samples: Akamai Technologies Inc

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 1 contract

Samples: Realogy Group LLC

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 1 contract

Samples: Perficient Inc

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Premium Payment Date, with respect to Company in relation to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 1 contract

Samples: Letter Agreement (On Semiconductor Corp)

Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the Trade Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications, including, without limitation, excepts and qualifications relating to indemnification provisions. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 1 contract

Samples: Letter Agreement (Yahoo Inc)

Opinions. Company shall deliver to Dealer an opinion one or more opinions of counsel, dated as of the Trade Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation; provided that any such opinion of counsel may contain customary assumptions, exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

Appears in 1 contract

Samples: Advanced Energy Industries Inc

Opinions. Company shall deliver to Dealer an opinion or opinions of counsel, dated as of the Trade Date, to Dealer with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion , subject to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of limitations and exceptions set forth in the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Purchase Agreement.

Appears in 1 contract

Samples: Letter Agreement (Caci International Inc /De/)

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