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 non‑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 this Section 3.03(d)(i)(C) shall not apply to a Disposition by the Class A Member to one of its Affiliates.

Appears in 2 contracts

Samples: Trust Agreement, Limited Liability Company Agreement

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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 non‑disposing MembersManagement 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 this Section 3.03(d)(i)(C) no such opinion shall not apply to be required in the case of a Disposition by the Class A a Member to one of its Affiliatesan Affiliate.

Appears in 2 contracts

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

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 non‑disposing Membersnon-Disposing Members (which in the case of Investor, may be its internal counsel), to the effect that the Disposition and admission is are being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; provided, however, that this Section 3.03(d)(i)(C3.03(c)(i)(c) shall not apply to a Disposition by the Class A Member to one of its Affiliates.

Appears in 1 contract

Samples: Limited Liability Company Agreement (East Coast Power LLC)

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 non‑disposing non-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 this Section 3.03(d)(i)(C) shall not apply to a Disposition by the Class A Member to one of its Affiliates.

Appears in 1 contract

Samples: Limited Liability Company Agreement

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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, and if required by the Management Committee, a favorable opinion of the Company=s ’s legal counsel, or of other legal counsel acceptable to the non‑disposing MembersManagement 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 this Section 3.03(d)(i)(C) no such opinion shall not apply to be required in the case of a Disposition by the Class A a Member to one of its Affiliatesan Affiliate.

Appears in 1 contract

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

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