Ropes. Xxxx LLP shall have furnished to the Representatives its written opinion, as counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, and covering the matters substantially in the form attached hereto as Exhibit B-1, along with its negative assurance letter substantially in the form attached hereto as Exhibit B-2.
Ropes. 2.06.05 Blades 2.06.06 Lids, plugs
Ropes. Gray LLP shall have furnished to the Representatives its written opinion, as counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, and covering the matters substantially in the form attached hereto as Exhibit B-1, along with its negative assurance letter substantially in the form attached hereto as Exhibit B-2.
Ropes. Ropes and fastening devices, tarpaulins, corner plates and cargo nets whilst on any vehicle specified in the Goods in Transit Section up to the amount stated in the Statement of Cover Limits.
Ropes. Xxxx LLP shall have furnished to the Underwriter (i) its written opinion and negative assurance letter, as counsel to the Company, each addressed to the Underwriter and dated the Delivery Date, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2, respectively and (ii) its written opinion, as counsel to certain of the Selling Stockholders listed on Schedule 2 hereto, addressed to the Underwriter and dated the Delivery Date, substantially in the form attached hereto as Exhibit B-3.
Ropes. Gray LLP, as counsel to the Issuer, AssetCo and the Manager, shall have furnished to the Series 2023-2 Class A-1 Administrative Agent and the Investors a written reliance letter customary for transactions of this type with respect to “non-consolidation” matters, and reasonably satisfactory in form and substance to counsel to the Funding Agents, addressed to the Funding Agents, the Series 2023-2 Class A-1 Administrative Agent and Investors and dated the Series 2023-2 Closing Date.
Ropes. Ropes in a high angle situation is the least used skill in all emergency services. -Typically: high angle skills are used the least and can be used in unique situations. -Atypically: low angle are used more often and should be used in problem solving to a greater extent.
Ropes. Xxxx LLP, counsel for the Underwriter, shall have furnished to you their written opinion, addressed to you and dated such Time of Delivery, in form and substance satisfactory to you and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
Ropes. Gray, xxunsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(b) hereto), dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus. The Company is duly qualified to do business and is in good standing in each jurisdiction within the United States in which it owns or leases real property or maintains an office.
(ii) The authorized, issued and outstanding capitalization of the Company as of [date] 1996, is as set forth under the caption "Capitalization" in the Prospectus. All of the issued and outstanding shares of Stock have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable and will conform in all material respects to the description of the Stock contained in the Prospectus.
(iii) To the knowledge of such counsel, and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject.
(iv) This Agreement has been duly authorized, executed and delivered by the Company.
(v) The issuance and sale by the Company of the Shares and the performance by the Company of its obligations under this Agreement does not and will not (i) violate the Certificate of Incorporation or by-laws of the Company, (ii) breach or result in a default under any agreement, indenture or other instrument filed as an exhibit to the Registration Statement to which the Company is a party or by which it is bound, or to which any of its properties is subject, or (iii) violate any existing Delaware corporate, Massachusetts or federal law, rule, administrative regulation or any decree known to such counsel of any court or any governmental agency or body having jurisdiction over the Company or any of its properties, except that such counsel need express no opinion as to state securities or "Blue Sky" laws or as to compliance with the antifraud provisions of federal and state securities laws.
(vi) No consent, approval, authorization, order, reg...
Ropes. Xxxx shall have furnished to the Representatives their written opinion, as U.S. counsel to the Company and SMTC Canada, addressed to the Underwriters and dated such Delivery Date, in substantially the form attached hereto as Exhibit __.
