Legal Opinion of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).
Legal Opinion of Counsel. The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) from Xxxxxx, Xxxx & Xxxxxxxx, LLP, counsel to the Borrower, covering such matters relating to the Borrower and this Agreement as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
Legal Opinion of Counsel. The Agent shall have received, with a copy for each Lender, an opinion of Xxxxx & Xxxxxxx, counsel for the Borrower and the Guarantors, dated the Closing Date and addressed to the Agent and the Lenders, in form and substance satisfactory to the Agent and the Lenders.
Legal Opinion of Counsel. The Administrative Agent shall have received, with a copy for each Lender, an opinion of Xxxxx X. Xxxxxx, Xx., Executive Vice President and General Counsel of the Company, dated the Effective Date and addressed to the Administrative Agent and the Lenders, substantially in the form of Exhibit I. Such opinion shall also cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent shall reasonably require.
Legal Opinion of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts); provided that the opinion of counsel set forth on Schedule 5.12(e) may instead be provided within the time period set forth in Schedule 5.12(e).
Legal Opinion of Counsel. The Administrative Agent shall have received, in each case, dated the Closing Date and addressed to the Administrative Agent and the Lenders and in form and substance acceptable to the Administrative Agent:
(i) a legal opinion of Dechert LLP, counsel for the Credit Parties;
(ii) a legal opinion of special local counsel for the Borrower and each other Credit Party incorporated or organized in the State of Ohio.
Legal Opinion of Counsel. If, and only if, the Continuity Percentage is greater than or equal to the Reorganization Threshold, Parent shall have received the written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Parent, referred to in Section 6.11(a), and such opinion shall not have been withdrawn; provided, however, that if Xxxxxx & Xxxxxxx LLP fails to deliver such opinion or such opinion is withdrawn, then Shearman & Sterling LLP, counsel to the Company, may deliver such opinion in satisfaction of the condition set forth in this Section 7.02(e), and any such opinion may rely on representations as such counsel reasonably deems appropriate and on typical assumptions.
Legal Opinion of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, special counsel and local counsel opinions) of counsel for each Credit Party, dated the Closing Date, and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of such Credit Party, the enforceability of such Credit Documents against such Credit Party, the due authorization, execution and delivery by such Credit Party of such Credit Documents, creation and perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and as to the non-contravention of the such Credit Party’s organizational documents, applicable law and Material Contracts).
Legal Opinion of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties and Holdings, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party and Holdings, opinions as to perfection of certain of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ and Holdings’ organizational documents and Material Contracts).
Legal Opinion of Counsel. The Administrative Agent shall have received an opinion of Reinhart, Boerner, Van Deuren, Xxxxxx & Xxxxxxxxxx, S.C., counsel for the Credit Parties, dated as of the date hereof and addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent.
