Opinion of Company Counsel definition

Opinion of Company Counsel means the legal opinion of Fulbright & Xxxxxxxx L.L.P., counsel for the Company, in favor of the Purchasers, in the form of Exhibit "B" hereto
Sample 1
Opinion of Company Counsel means the legal opinion of Chamberlain, Hrdlicka, White, Xxxxxxxx & Xxxxxx, counsel for the Company, in favor of the Purchasers, in the form of Exhibit "F" hereto
Sample 1
Opinion of Company Counsel means a written opinion from independent legal counsel who is reasonably acceptable to the Collateral Trustee or the Company's chief legal officer or deputy chief legal officer. The opinion may include exceptions and qualifications consistent with customary practice for written third party legal opinions relating to the subject matter of the opinion.
Sample 1

Examples of Opinion of Company Counsel in a sentence

  • Legal Opinion of Company Counsel and negative assurance statement with respect to offering customarily provided in public offerings addressed to Jumpstart Securities in form and substance satisfactory to Jumpstart Securities.

  • Legal Opinion of Company Counsel and negative assurance statement with respect to offering customarily provided in publ ic offerings addressed to Jumpstart Securities in form and substance satisfactory to Jumpstart Securities.

  • Affecting the Common Shares 26 Schedule A — List of Purchasers and Aggregate Commitment Amount Schedule B — Subsidiaries Exhibit A — Form of Stockholder Agreement Exhibit B — Form of Opinion of Company Counsel This COMMON STOCK PURCHASE AGREEMENT, dated as of July 22, 2016 (this “Agreement”), is by and among XXXXXXX XXXXXXXX ENERGY, INC., a Delaware corporation (the “Company”), and each of the purchasers listed on Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).

  • The Priority Lien Agent shall not enter into any amendment or supplement under this Section 5.1(b) unless it has received (i) an Officer's Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the Priority Lien Documents and (ii) if requested by the Priority Lien Agent, an Opinion of Company Counsel to the effect that such amendment or supplement, as applicable, is authorized or permitted hereunder.

  • CONDITIONS PRECEDENT -- INITIAL CREDIT EXTENSIONS 5.1 Evidence of Corporate Action 25 5.2 Opinion of Company Counsel 25 5.3 Privity Letter 25 5.4 Other Instruments and Documents 25 SECTION 6.

  • Schedule 1 - Banks, Commitments and Addresses Schedule 2 - Form of Promissory Note Schedule 3 - Form of Opinion of Company Counsel REVOLVING CREDIT AGREEMENT dated as of March 11, 1997, among BOISE CASCADE CORPORATION, a Delaware corporation having its principal office at 1111 W.

  • The Contractor shall conduct the Contractor’s preliminary punch list inspection and coordinate the completion of all final punch list work to be done with Owner occupancy requirements in mind.

  • Upon the filing of continuation statements (which is expected to be five years from the date hereof and in five year intervals thereafter), the Company shall promptly deliver to the Collateral Trustee an Opinion of Company Counsel reasonably satisfactory to the Collateral Trustee as to the continued perfection of the Liens and security interests created by the Security documents under the Uniform Commercial Code of the State of New York.

  • Schedules: Schedule A Schedule of Selling Shareholders Schedule B Schedule of Exceptions Schedule C Schedule of Material Contracts Exhibits: Exhibit A Selling Shareholder Non-Competition and Non-Disclosure Agreement Exhibit B Opinion of Company Counsel Exhibit C Opinion of Selling Shareholder Counsel Exhibit D Opinion of Purchaser Counsel iii.

  • P., counsel for the Company, shall have delivered to the Purchasers the Opinion of Company Counsel, substantially in the form of Exhibit "B" hereto.


More Definitions of Opinion of Company Counsel

Opinion of Company Counsel means the favorable written legal opinion of Borrower's counsel, substantially in the form of Exhibit D.
Sample 1
Opinion of Company Counsel means the opinion of XxXxxxx Xxxx, A Professional Corporation, counsel to the Company, substantially in the form of Exhibit 1.37 attached hereto.
Sample 1
Opinion of Company Counsel means the legal opinion of Chamberlain, Hrdlicka, White, Williams & Martin, counsel for the Company, in favor of the Purchasers, xx xxx foxx xx EXHIBIT "F" hereto
Sample 1

Related to Opinion of Company Counsel

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

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • 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.

  • Opinion means a written, nonbinding, and advisory statement issued by the commission concerning an interpretation of the meaning of the codes or the application of the codes in a specific circumstance issued in response to a specific request by a party to the issue.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

  • 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.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Unqualified Opinion means an opinion on financial statements from an independent certified public accounting firm acceptable to the Required Purchasers in their reasonable discretion which opinion shall not include any qualifications or any going concern limitations other than customary qualifications related to negative profits and debt maturities within one year of applicable maturity date.

  • 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.

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

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

  • LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • 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.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • 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.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Tax Certificate means the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Fairness Opinion has the meaning set forth in Section 4.22.