Common use of Opinions of Local Counsel Clause in Contracts

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 28 contracts

Samples: Credit Agreement, Credit Agreement, Credit Agreement (United Online Inc)

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Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) in each state in which a Closing Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages to be recorded in such state and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent;.

Appears in 5 contracts

Samples: Credit Agreement (Affinity Group Holding, Inc.), Note Purchase Agreement (Affinity Group Holding Inc), Credit Agreement (Affinity Group Holding Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Collateral Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state jurisdiction and such other matters as Administrative Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Collateral Agent;

Appears in 2 contracts

Samples: Term Loan Agreement (Loews Cineplex Entertainment Corp), Priority Secured Credit Agreement (Loews Cineplex Entertainment Corp)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 2 contracts

Samples: Credit Agreement (Panolam Industries International Inc), Credit Agreement (Panolam Industries International Inc)

Opinions of Local Counsel. An If reasonably required by Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 2 contracts

Samples: Credit Agreement (Autotote Corp), Credit Agreement (Autotote Corp)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state jurisdiction and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;.

Appears in 2 contracts

Samples: Credit Agreement (Griffiths Pile Driving Inc), Credit Agreement (Nacg Finance LLC)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;; and

Appears in 2 contracts

Samples: Security Agreement (FTD Group, Inc.), Credit Agreement (FTD Group, Inc.)

Opinions of Local Counsel. An opinion of counsel (which ------------------------- counsel shall be reasonably satisfactory to Administrative AgentAgents) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent Agents may reasonably request, in each case in form and substance reasonably satisfactory to Administrative AgentAgents dated as of the Closing Date and setting forth substantially the matters in the opinion attached hereto as Exhibit XXIV and as to such other matters as Agents may ------------ reasonably require;

Appears in 2 contracts

Samples: Credit Agreement (Diamond Brands Operating Corp), Security Agreement (Diamond Brands Operating Corp)

Opinions of Local Counsel. An Upon request of Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;.

Appears in 2 contracts

Samples: Credit Agreement (Winsloew Furniture Inc), Credit Agreement (Winsloew Furniture Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel ------------------------- shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 2 contracts

Samples: Credit Agreement (Isle of Capri Casinos Inc), Senior Secured Credit Agreement (Amf Bowling Worldwide Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall ------------------------- be reasonably satisfactory to Administrative Agent) in each state in which a Closing an Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;; (iii)

Appears in 1 contract

Samples: Credit Agreement (Isle of Capri Casinos Inc)

Opinions of Local Counsel. An opinion of counsel (which ------------------------- counsel shall be reasonably satisfactory to the Administrative Agent) in each state in which a Closing Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages to be recorded in such state and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent;.

Appears in 1 contract

Samples: Credit Agreement (Teltrust Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel ------------------------- shall be reasonably satisfactory to Administrative AgentAgents) in each state in which a Closing an Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages to be recorded in such state and such other matters as Administrative any Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative AgentAgents; provided, however, that Agents may determine in their reasonable discretion -------- ------- that an opinion of counsel in any one or more of such states shall not be required hereunder;

Appears in 1 contract

Samples: Pledge and Security Agreement (Anthony Crane Rental Lp)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located (other than the States of California, Florida and Ohio) with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Ruths Chris Steak House, Inc.)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) in each state in which a Closing Date the Effective Time Mortgaged Property and the Existing Mortgaged Property is located with respect to the enforceability of the form(s) form of Closing Date Mortgages the Effective Time Mortgage and the Existing Mortgage Amendment to be recorded in such state and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Liberman Television Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel ------------------------- shall be reasonably satisfactory to Administrative Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state jurisdiction and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Goss Graphic Systems Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state those states listed on Schedule 4.1G and such other related matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative the Collateral Agent;

Appears in 1 contract

Samples: Assignment Agreement (Transportation Technologies Industries Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded or recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Hines Horticulture Inc)

Opinions of Local Counsel. An opinion of counsel (which ------------------------- counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Katy Industries Inc)

Opinions of Local Counsel. An opinion of counsel (which ------------------------- counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;.

Appears in 1 contract

Samples: Credit Agreement (Hines Holdings Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a an Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Isle of Capri Casinos Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative AgentAgents) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent Agents may reasonably request, in each case in form and substance reasonably satisfactory to Administrative AgentAgents dated as of the Closing Date and setting forth substantially the matters in the opinion attached hereto as Exhibit XXII and as to such other matters as Agents may reasonably require;

Appears in 1 contract

Samples: Credit Agreement (Precision Engine Products Corp)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing an Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Isle of Capri Casinos Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative AgentAgents) in each state in which a Closing an Initial Funding Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent Agents may reasonably request, in each case in form and substance reasonably satisfactory to Administrative AgentAgents dated as of the Initial Funding Date;

Appears in 1 contract

Samples: Security Agreement (Horseshoe Gaming Holding Corp)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state jurisdiction and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Goss Graphic Systems Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing an Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages and any amendments thereto to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Integrated Defense Technologies Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state those states listed on Schedule 4.1 G and such other related matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative the Collateral Agent;

Appears in 1 contract

Samples: Credit Agreement (Transportation Technologies Industries Inc)

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Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative AgentAgent and the Lenders) in each state in which a Closing Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages to be recorded in such state and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent;Agent and the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Affinity Group Holding, Inc.)

Opinions of Local Counsel. An opinion of counsel (which ------------------------- counsel shall be reasonably satisfactory to Administrative Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state jurisdiction and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Joy Global Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel ------------------------- shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;.

Appears in 1 contract

Samples: Credit Agreement (Hines Horticulture Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel ------------------------- shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Hines Horticulture Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative AgentAgents) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date assignments for the Assigned Mortgages to be recorded in such state and such other matters as Administrative Agent Agents may reasonably request, in each case in form and substance reasonably satisfactory to Administrative AgentAgents dated as of the Closing Date and setting forth substantially the matters in the opinion attached hereto as Exhibit XXV and as to such other matters as Agents may reasonably require;

Appears in 1 contract

Samples: Credit Agreement (Houlihans Restaurant Group Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agentthe Lender) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent the Lender may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;the Lender and substantially in the form of Exhibit D-2; and

Appears in 1 contract

Samples: Credit Agreement (American Oil & Gas Inc)

Opinions of Local Counsel. An opinion of counsel (which ------------------------- counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Post-Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Post-Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Katy Industries Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a the Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) form of Closing Date Mortgages Mortgage to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Itron Inc /Wa/)

Opinions of Local Counsel. An If required by Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Falcon Products Inc /De/)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) addressed to Administrative Agent and Lenders in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Sybron Dental Specialties Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date 91 101 Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Arris Group Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Farmland Industries Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages and the amendments to existing Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Goss Holdings Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative AgentAgents) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent Agents may reasonably request, in each case substantially in the form and substance reasonably satisfactory to Administrative Agentof Exhibit IX attached hereto;

Appears in 1 contract

Samples: Credit Agreement (Wavetek U S Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel ------------------------- shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing an Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Effective Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Grand Palais Riverboat Inc)

Opinions of Local Counsel. An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative AgentAgents) in each state or other jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may Agents reasonably request, in each case in form and substance reasonably satisfactory to Administrative AgentAgents;

Appears in 1 contract

Samples: Credit Agreement (Grant Prideco Inc)

Opinions of Local Counsel. An To the extent required by Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Merger Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Merger Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Appears in 1 contract

Samples: Credit Agreement (Falcon Products Inc /De/)

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