Common use of Xxx X Clause in Contracts

Xxx X. Xxx, Esq., Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary of the Company, or another of the Company’s counsel satisfactory to the Representatives, shall have furnished to the Representatives his or her written opinion, dated the Time of Delivery, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package and the Prospectus; (ii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction where, in light of the nature of the business transacted or the property owned by it, such qualification is necessary and the failure so to qualify might in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (ii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (iii) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction where, in light of the nature of the business transacted or the property owned by it, such qualification is necessary and the failure so to qualify might in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (iii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (iv) All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable (such counsel being entitled to rely in respect of the opinion in this clause (iv) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s actual knowledge, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, other than as set forth in the General Disclosure Package and the Prospectus and other than litigation or governmental proceedings which, individually and in the aggregate, are not material to the Company and its subsidiaries taken as a whole; and to the best of such counsel’s actual knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vi) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (vii) The documents incorporated by reference in the Statutory Prospectus and the Prospectus or any amendment thereto prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), as of the date when they were filed with the Commission or became effective, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act or the Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Statutory Prospectus and the Prospectus or required to be described in the Registration Statement or the Statutory Prospectus and the Prospectus which are not filed or incorporated by reference or described as required; and (viii) Such counsel has no reason to believe that any of the documents incorporated by reference in the Statutory Prospectus and the Prospectus or any amendment thereto prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion or belief), when they were so filed or became effective, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;

Xxx X. XxxXxxxxxx, Esq., Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary Associate Counsel of the CompanyComputer Associates, or another of the Company’s such counsel satisfactory to the RepresentativesRepresentatives in their reasonable judgment, shall have furnished to the Representatives you his or her written opinion, dated the Time of DeliveryClosing Date or the Additional Closing Date, as the case may be, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company Computer Associates has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Minnesota, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package and the ProspectusDelaware; (ii) The the Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction wherein which it owns or leases properties, in light of the nature of the business transacted or the property owned by itconducts any business, so as to require such qualification is necessary and qualification, other than where the failure to be so to qualify might qualified or in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce good standing would not have a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (ii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates)Material Adverse Effect; (iii) Each subsidiary of the Company DistribuPro has been duly incorporated and is validly existing as a corporation in good standing under the laws of California with corporate power and authority to own its jurisdiction of incorporation, properties and conduct its business as described in the Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction wherein which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified and in light good standing would not have a Material Adverse Effect; all of the nature of the business transacted or the property owned by it, such qualification is necessary and the failure so to qualify might in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (iii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (iv) All of the issued outstanding shares of capital stock of each subsidiary of the Company DistribuPro have been duly and validly authorized and issued and issued, are fully paid and non-assessable (such counsel being entitled to rely in respect assessable, and are owned directly or indirectly by the Company, free and clear of the opinion in this clause all liens, encumbrances, equities or claims; (iv) upon opinions except for the Restricted Common Stock and the Shares, all issued shares of local counsel and in respect of matters of fact upon certificates of officers capital stock of the Company are owned directly or its subsidiaries; provided that such counsel shall state that such counsel believes that both the Representatives indirectly by Computer Associates, free and such counsel are justified in relying upon such opinions and certificates)clear of all liens, encumbrances, equities or claims; (v) To the best of such counsel’s actual knowledgethis Agreement has been duly authorized, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, other than as set forth in the General Disclosure Package executed and the Prospectus and other than litigation or governmental proceedings which, individually and in the aggregate, are not material to the Company and its subsidiaries taken as a whole; and to the best of such counsel’s actual knowledge, no such proceedings are threatened or contemplated delivered by governmental authorities or threatened by othersComputer Associates; (vi) The the issue and sale of the Securities and Shares being delivered at the Closing Date or the Additional Closing Date, as the case may be, by the Company, the compliance by the Company and Computer Associates with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default underunder (in each case material to Computer Associates and its subsidiaries, considered as a whole), any indenture, mortgage, deed of trust, loan agreement, lease or result in the creation other agreement or imposition of any lien, charge instrument known to such counsel to which Computer Associates is a party or encumbrance upon by which Computer Associates is bound or to which any of the property or assets of Computer Associates is subject, nor will such action result in any violation of the Company provisions of the certificate of incorporation or by-laws of Computer Associates, nor will such action result in any violation (in each case material to Computer Associates and its subsidiaries, considered as a whole) of any applicable law, statute or regulation known to such counsel or, to the best knowledge of such counsel, any applicable order, of any court or governmental agency or body having jurisdiction over Computer Associates or any of its properties; (vii) neither the Company nor any of its subsidiaries pursuant to is, or with the terms ofgiving of notice or lapse of time or both would be, in violation of or in default under, its Certificate of Incorporation or By-Laws or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known filed as an exhibit to such counsel the Registration Statement, except for violations and defaults which individually and in the aggregate are not material to which the Company or any of and its subsidiaries is taken as a party or by which whole; (viii) to the Company or any best of its subsidiaries is bound or to which any of the property or assets such counsel's knowledge, each of the Company or any of and its subsidiaries is subject; owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (vii) The documents incorporated by reference in the Statutory Prospectus and the Prospectus or any amendment thereto prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinionincluding foreign regulatory agencies), as of the date when they were filed with the Commission all self-regulatory organizations and all courts and other tribunals, domestic or became effectiveforeign, necessary to own or lease, as the case may be, complied and to operate its properties and to carry on its business as to form in all material respects with the requirements conducted as of the Exchange Act date hereof, except where failure to obtain or possess such licenses, permits, certificates, consents, orders, approvals or other authorizations would not, individually or in the Actaggregate, as applicablehave a Material Adverse Effect, and and, to the rules and regulations best of such counsel's knowledge, neither the Commission thereunder; and Company nor any such counsel does not know subsidiary has received any actual notice of any contracts proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other documents of a character required to be filed authorization, except as an exhibit to the Registration Statement or required to be incorporated by reference into the Statutory Prospectus and the Prospectus or required to be described in the Registration Statement or the Statutory Prospectus and the Prospectus which are not filed or incorporated by reference or described Prospectus; and, to the best of such counsel's knowledge, each of the Company and its subsidiaries is in compliance with all laws and regulations relating to the conduct of its business as requiredconducted as of the date of the Prospectus; and (viiiix) Such counsel has no reason consent, approval, authorization, order, registration or qualification of or with any United States Federal, New York, or, to believe that any the extent required under the General Corporation Law of the documents incorporated State of Delaware, Delaware court or governmental agency or body is required for the issue and sale of the Shares or the consummation by reference the Company and Computer Associates of the transactions contemplated by this Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act and as may be required under state securities or Blue Sky laws in connection with the Statutory Prospectus purchase and distribution of the Shares by the Underwriters. In rendering such opinions, such counsel may (A) limit his opinion to Federal laws of the United States, the laws of the State of New York and the Prospectus or any amendment thereto prior General Corporation Law of the State of Delaware; and (B) rely as to matters of fact, to the Time of Delivery (other than the financial statements and related schedules therein, as to which extent such counsel need express no opinion deems proper, on certificates of responsible officers of Computer Associates and the Company and certificates or belief), when they were so filed other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or became effective, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light good standing of the circumstances under which they were made when such documents were so filed, not misleadingCompany;

Xxx X. Xxx, Esq., Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary of the Company, or another of the Company’s counsel satisfactory to the Representatives, shall have furnished to the Representatives his or her written opinion, dated the Time of Delivery, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package and the Prospectus; (ii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction where, in light of the nature of the business transacted or the property owned by it, such qualification is necessary and the failure so to qualify might in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (ii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (iii) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction where, in light of the nature of the business transacted or the property owned by it, such qualification is necessary and the failure so to qualify might in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (iii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (iv) All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable (such counsel being entitled to rely in respect of the opinion in this clause (iv) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s actual knowledge, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, other than as set forth in the General Disclosure Package and the Prospectus and other than litigation or governmental proceedings which, individually and in the aggregate, are not material to the Company and its subsidiaries taken as a whole; and to the best of such counsel’s actual knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vi) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (vii) The documents incorporated by reference in the Statutory Prospectus and the Prospectus or any amendment thereto prior to the Time of Delivery (other than the financial statements and related schedules and other financial information contained therein and other than the Form T-1 therein, as to which such counsel need express no opinion), as of the date when they were filed with the Commission or became effective, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act or the Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Statutory Prospectus and the Prospectus or required to be described in the Registration Statement or the Statutory Prospectus and the Prospectus which are not filed or incorporated by reference or described as required; and (viii) Such counsel has no reason to believe that any of the documents incorporated by reference in the Statutory Prospectus and the Prospectus or any amendment thereto prior to the Time of Delivery (other than the financial statements and related schedules and other financial information contained therein and other than the Form T-1 therein, as to which such counsel need express no opinion or belief), when they were so filed or became effective, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;