THE LEGAL OPINION Sample Clauses

THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Wilson, Sonsini, Xxxxxxxx & Xxxxxx, independent counsel to the Company, in form and substance reasonably satisfactory to the Subscriber.
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THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Wilson, Sonsini, Xxxxxxxx & Xxxxxx, independent counsel to the Company, dated as of the Second Closing Date, in form and substance reasonably satisfactory to the Subscriber.
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THE LEGAL OPINION. The Company shall have delivered to each of the Purchasers the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, independent counsel to the Company, with respect to the matters set forth in Exhibit D attached hereto, dated as of the First Closing Date. (vii)
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THE LEGAL OPINION. The legal opinion is typically not obtained until after the lease is signed and is a condition to the lessor’s obligation to deliver the aircraft to the lessee. Nevertheless, the likely contents should be discovered beforehand pursuant to a draft opinion so as not to contain any unpleasant surprises. It typically covers many of the matters covered in both the jurisdictional questionnaire (as to which, see 2.4 supra) but is more specific, dealing with the lease in hand, rather than leases in general, and also the lessee’s representations and warranties in the lease itself (as to which, see 3.4 infra). The legal opinion should be addressed to the lessor and (if any) its financiers,119 given by counsel to lessee acceptable to the lessor, and can be expected to contain various assumptions and qualifications which should be checked against typical practice for reasonableness. The legal opinion should reference whether or not the Cape Town Convention is applicable. It is applicable where the lease constitutes an international interest under Article 2 thereof which may be registered if the airframe is registered as part of an aircraft in a contracting state, if the engine is registered as part of an aircraft in a contracting state or otherwise the engine is located in a contracting state120 or if the lessee is situated in a contracting state.121 For transactions to which the Cape Town Convention is applicable, the Legal Advisory Panel of the Aviation Working Group122 has made certain recommendations as to provisions dealing with the Cape Town Convention as well as assumption and qualifications. Interestingly, a footnote to its recommendation provides that: “Law firms may give an opinion on the Convention as a matter of international law even though they are not counsel in the jurisdiction of any particular Contracting State. A legal opinion should cover the law of the Contracting State where the aircraft is registered… and also, if not the same, where the debtor123 is situated…” Typical areas covered in a legal opinion on a lease given by xxxxxx’s counsel include those set out at Annex 6. 119 Lessees may object to extension of the opinion to lessors’ financiers with whom they have no direct relationship but xxxxxx may respond that there is no additional cost involved and no additional obligation on the part of the airline. 120 Article IV(1) of the Aircraft Protocol thereto.
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THE LEGAL OPINION. The Company shall have delivered to the ----------------- Subscriber the opinion of Xxxx Xxxx Xxxx & Freidenrich, independent counsel to the Company, dated as of the Put Closing Date and in the form of Exhibit ------- C annexed hereto with the appropriate and necessary changes to reflect the - Put Closing, or in such other form and substance reasonably satisfactory to the Subscribers.
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THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Xxxxx, Xxxx & Xxxxx LLP, independent counsel to the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to the Subscriber and its counsel.
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THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Stadling, Xxxxx, Xxxxxxx & Xxxxx, independent counsel to the Company, dated as of the Second Closing Date, in form and substance reasonably satisfactory to the Subscriber. (xi)
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THE LEGAL OPINION. 5.1.1.2. The Photon Dynamics’ Share Acquisition Agreement, as duly made and/or signed and/or entered into by the parties thereto, being of full force and effect, and the Company having fulfilled all of its undertakings pursuant to the terms and conditions thereof.
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THE LEGAL OPINION. The Company shall have delivered to the Purchaser the opinion of Xxxxxx Godward LLP, independent counsel to the Company, with respect to the matters set forth in Exhibit B attached hereto, dated as of the Closing Date.
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Related to THE LEGAL OPINION

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Compliance with Legal Opinions The Servicer shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Xxxxxx & Xxxxxxx LLP, as special counsel to the Servicer, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.

  • Subsequent Delivery of Legal Opinions Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

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