Closing Opinion definition

Closing Opinion has the meaning set forth in Section 3.9.
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Closing Opinion means the opinion of the Borrower’s Counsel dated as of the Closing Date addressed to the Agent, the Lenders and their legal counsel, in form and substance satisfactory to the Agent, acting reasonably.
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Closing Opinion means with respect to any Party hereto, an opinion of counsel to such Party in the jurisdiction of its incorporation or formation as to the incorporation or formation, existence and capacity of such Party, its authorization, execution and delivery of this Agreement and any other Transaction Document to which it is a party, the enforceability of such Transaction Documents against such Party, and as to such other matters as the to recipient(s) of such opinion may reasonably request and which are customarily addressed in opinions delivered on completion of transactions of the nature contemplated herein;
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Examples of Closing Opinion in a sentence

  • Xxxxxxxx Islands counsel for the Purchaser shall deliver to the Sellers an opinion containing substantially the items set forth in Exhibit D in a form reasonably acceptable to counsel to the Liquidating Seller Stockholder (the "Closing Opinion").

  • Sellers shall have received such other customary closing documents as Sellers or their counsel may reasonably request (other than legal opinions in addition to the Closing Opinion).

  • As of the date immediately prior to the Merger Signing Date, Baxter knows of no reason (x) why it would not be able to deliver the Baxter Closing Representation Letters, or (y) why it would not be able to obtain the Baxter Closing Opinion.

  • Baxter shall (i) use its reasonable best efforts to cause KPMG LLP to deliver the Baxter Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(ii)(B) is satisfied and (ii) certify in writing to Parent and Baxalta immediately upon receipt of such opinion that such opinion has been furnished.

  • Neither Baxalta nor Parent shall (in writing or otherwise) publicly refer to or describe non-public information regarding the Baxter Signing Opinion or the Baxter Closing Opinion without the prior written consent of KPMG LLP or Baxter, except that the parties may disclose this Letter Agreement and describe its terms in any Form 8-K, registration statement, proxy statement or circular relating to the Merger Agreement or the Merger.

  • As of the date immediately prior to the Merger Signing Date, Parent knows of no reason (i) why it would not be able to deliver the Parent Closing Representation Letters or (ii) why it would not be able to obtain the Parent Closing Opinion.

  • As of the date immediately prior to the Merger Signing Date, the Company knows of no reason why (i) it would not be able to deliver the Company Closing Representation Letter or (ii) it would not be able to obtain the Company Closing Opinion.

  • Biogen consents to the sharing of that information with Parent and its legal advisors solely for the purpose of evaluating the Company Signing Opinion and the Company Closing Opinion, and in so doing acknowledges and consents to sharing of that information by former employees who are subject to a confidentiality agreement with Biogen.

  • Parent agrees that it shall hold, and shall cause its legal advisors to hold, the Biogen Confidential Information confidential and, without Biogen’s prior written consent, shall not disclose such information or use such information other than for the limited purpose of evaluating the Company Signing Opinion and the Company Closing Opinion.

  • Glazer & Stanley Keller, A Streamlined Form of Closing Opinion Based on the ABA Legal Opinion Principles, 61 BUS.


More Definitions of Closing Opinion

Closing Opinion means the opinion of the Corporation's counsel with respect to the Debenture and the Special Right Certificate.
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Closing Opinion means the opinion of Borrower's legal counsel addressed to the Administrative Agent substantially in form satisfactory to the Administrative Agent;
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Closing Opinion means the opinion of in-house counsel to Ballard to be rendered to, and be to the reasonable satisfaction of, Daimler and Ford and dated and delivered on the Closing Date opining as to the due incorporation and existence of Ballard, the due authorization, execution and delivery of this Agreement and the Transaction Documents to which it is a party and that completion by Xxxxxxx of the transactions contemplated hereby or thereby does not constitute or result in the breach of, conflict with or violate Xxxxxxx'x constating documents or any law, judgment, decree, order, injunction, rule, statute or regulation of any court, arbitrator or Governmental Authority by which it is bound or is subject;
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Closing Opinion means the opinion of the Borrower’s Counsel addressed to the Lenders and its legal counsel substantially in the form of Schedule D with the blanks completed.
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Closing Opinion means the opinion of the Borrower's Counsel dated as of the Closing Date, addressed to the Agent and its legal counsel as agreed to by the Agent and its legal counsel, each acting reasonably.
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Related to Closing Opinion

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Press Release has the meaning set forth in Section 5.4(b).