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, 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; provided, however, that no such opinion shall be required in the case of a Disposition by a Member to an Affiliate.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Spectra Energy Partners, LP), Limited Liability Company Agreement (New Jersey Resources Corp)

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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, a favorable opinion of the Company’s =s legal counsel, or of other legal counsel acceptable to the Management Committeenon‑disposing Members, 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; provided, however, that no such opinion this Section 3.03(d)(i)(C) shall be required in the case of not apply to a Disposition by a the Class A Member to an Affiliateone of its Affiliates.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement

Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, and if required by the Management Committee, 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 of the Membership Interest is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; provided, however, that no such opinion shall be required in the case of a Disposition by a Member to an Affiliate.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Piedmont Natural Gas Co Inc)

Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, a favorable opinion of the Company’s legal counsel, or of other legal counsel acceptable to the Management Committeenon-disposing Members, 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; provided, however, that no such opinion this Section 3.03(d)(i)(C) shall be required in the case of not apply to a Disposition by a the Class A Member to an Affiliateone of its Affiliates.

Appears in 1 contract

Samples: Limited Liability Company Agreement

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Securities Law Opinion. Unless the Membership Company Interest (or portion thereof) subject to the Disposition is registered under the Securities Act and any applicable state securities Law, 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 admission, if applicable) is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; provided, however, that no such opinion shall be required in the case of a Disposition by a Member to an Affiliate.

Appears in 1 contract

Samples: Limited Liability Company Agreement (El Paso Natural Gas Co)

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