Common use of Opinion of Counsel for the Selling Stockholder Clause in Contracts

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwriters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, together with signed or reproduced copies of to the effect set forth in Exhibit B hereto, and such letter for each of the other Underwriters in form counsel shall have received such papers and information as they may reasonably satisfactory request to counsel for the Underwritersenable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At Closing Time the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPLiddell, counsel for the Sapp, Zivley, Hill & LaBoxx, X.L.P., Selling Stockholder's Counsel, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in form reasonably satisfactory to counsel for the UnderwritersExhibit B hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx LLPXxxxxx XxXxxxxx PC, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwriters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in form reasonably satisfactory to counsel for the UnderwritersExhibit F hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxxx Winston & Xxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in form reasonably satisfactory to counsel for the UnderwritersExhibit B hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPXxxx, Xxxx & Xxxxx LLC, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholder, shall have furnished to the Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the UnderwritersRepresentatives.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion (a draft of which opinion is attached as Exhibit C hereto), dated the as of Closing Time, of Xxxxxxxxx LLPXxxxxxxx & Xxxxxxxx, counsel for the Selling Stockholder, which shall be in form and substance satisfactory to the Representatives and counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwriters.effect that:

Opinion of Counsel for the Selling Stockholder. At In-house counsel for the Closing Time, the Representative Selling Stockholder shall have received furnished to the favorable Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of Xxxxxxxxx LLPas the case may be, counsel for and addressed to the Selling StockholderUnderwriters, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the UnderwritersRepresentatives, to the effect set forth in Annex B hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxxx Dechert LLP, counsel for the Selling Stockholder, (“Selling Stockholder’s Counsel”) in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A-3 hereto and to such further effect as the Representatives or counsel to the Underwriters in form may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Mourant Ozannes, counsel for the Selling Stockholder, and Kxxxxxxx & Exxxx LLP, special U.S. counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form reasonably satisfactory to counsel for the UnderwritersExhibit B hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form reasonably satisfactory to counsel for the UnderwritersExhibit B hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPXxxxxxxx X. Xxxxxxxx, counsel for Associate General Counsel of the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit B-1 hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Xxxxxxxx & Xxxxx LLP shall have received furnished to the favorable Representatives such counsel’s written opinion, as counsel to the Selling stockholder, addressed to the Underwriters and dated the Initial Closing Time, of Xxxxxxxxx LLP, counsel for the Selling StockholderDate, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the UnderwritersRepresentatives.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Underwriters shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx LLPBxxxx Bxxxx L.L.P., counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPKing & Spalding, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters to the effect set forth in form reasonably satisfactory to counsel for the UnderwritersExhibit B hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Xxxxx Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPBuchxxxx Xxxersol Professional Corporation, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory Representatives, to counsel for the Underwriters.effect that:

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwriters.

Opinion of Counsel for the Selling Stockholder. At Legal counsel (who may be in-house counsel) for the Closing TimeSelling Stockholder, the Representative shall have received furnished to the favorable Representative, at the request of the Selling Stockholder, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of Xxxxxxxxx LLPas the case may be, counsel for and addressed to the Selling StockholderUnderwriters, in form and substance reasonably satisfactory to the Representative and counsel for to the Underwriters, together with signed or reproduced copies of such letter for each of to the other Underwriters effect set forth in form reasonably satisfactory to counsel for the UnderwritersAnnex B hereto.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPTomotsune Kimura & Mitomi, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwritersif requested.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Xxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholder, shall have furnished to the Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the UnderwritersRepresentatives.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPTomotsune Kimura & Mitomi, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters in form may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Underwriters shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx LLPXxxxx Xxxxx L.L.P., counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxxxxx LLPCravath, Swaine & Moore, counsel for the Selling Stockholder, in form and substance substxxxx satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in form Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably satisfactory to counsel for the Underwritersrequest.