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

  • As counsel for the Borrower, I have examined the original of the Modification of Promissory Note and Loan Agreement (the “Modification”), between the Borrower and the Lender, the proceedings taken by the Borrower to authorize the Modification, the Closing Opinion, and such other documents, records, and proceedings as I have deemed relevant or material to render this opinion.

  • Based upon such examination, I hereby reconfirm as of the date hereof the opinions contained in the Closing Opinion, subject to the modification that all references to the Note and the Loan Agreement (as defined in the Closing Opinion) shall be deemed to include a reference to the Modification.

  • Nothing has come to my attention, after due investigation, that in any way might question the continuing validity and accuracy of the Closing Opinion, as modified above.

  • Biogen and the Company acknowledge that the Signing Representation Letters and the Company Signing Opinion contain, and that the Closing Representation Letters and Company Closing Opinion may contain, certain Confidential Information (as defined in the Separation Agreement) of Biogen.

  • Section 4.02(c) of the Tax Matters Agreement shall have been waived with respect to the Closing pursuant to the terms of Section 2(g) of the Tri-Party Agreement, dated as of January 11, 2015, among Parent, the Company and Xxxxxx (the “Tri- Party Agreement”), and each of Parent and the Company shall have received the certificate referred to in Section 2(d)(ii) of the Tri-Party Agreement to the effect that the Xxxxxx Closing Opinion (as defined in the Tri-Party Agreement) has been furnished to Xxxxxx.

  • 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.

  • 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.


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 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 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 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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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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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 Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, 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, (i) following such action the Trust will not be deemed to be an association (or publicly traded partnership) taxable as a corporation, (ii) following such action the Trust will be disregarded as a separate entity from the Depositor, and (iii) such action will not affect the tax characterization as debt of Notes of any outstanding Class issued by the Trust for which an Opinion of Counsel has been provided that such Notes are debt.

  • 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 means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • 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.

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

  • Closing Date Cash has the meaning specified in Section 3.4(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).