Common use of Securities Law Opinion Clause in Contracts

Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, or the proposed Assignee is a Wholly-Owned Affiliate as described in 3.03(b)(i)(A) above, a favorable opinion of the Company's legal counsel, or of other legal counsel acceptable to the Management Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws.

Appears in 22 contracts

Samples: Limited Liability Company Agreement (Louisiana Generating LLC), Limited Liability Company Agreement (Louisiana Generating LLC), Limited Liability Company Agreement (Somerset Power LLC)

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Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, or the proposed Assignee is a Wholly-Owned Affiliate as described in 3.03(b)(i)(A) above, a favorable opinion of the Company's ’s legal counsel, or of other legal counsel acceptable to the Management Executive Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (NRG Retail LLC), Limited Liability Company Agreement (NRG Retail LLC), Limited Liability Company Agreement (NRG Retail LLC)

Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, or the proposed Assignee is a Wholly-Owned Affiliate as described in 3.03(b)(i)(A) above, a favorable opinion of the Company's legal counsel, or of other legal counsel acceptable to the Management Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Somerset Power LLC), Limited Liability Company Agreement (Somerset Power LLC), Limited Liability Company Agreement (Somerset Power LLC)

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Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, or the proposed Assignee is a Wholly-Owned Affiliate as described in 3.03(b)(i)(A) above, a favorable opinion of the Company's ’s legal counsel, or of other legal counsel acceptable to the Management Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Onsite Energy, Inc.)

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