Bring Down Opinion; Negative Assurance Sample Clauses

Bring Down Opinion; Negative Assurance. At each Representation Date on which (A) a material amendment to the Registration Statement or Prospectus is made or (B) the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless waived by the Manager, the Company and the Trust shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company and the Trust (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance statement.
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Bring Down Opinion; Negative Assurance. At each Representation Date for which the Company is obligated to deliver a certification pursuant to Section 4(k) for which no waiver is applicable, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be deemed waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be provided hereunder.
Sample 1
Bring Down Opinion; Negative Assurance. At each Representation Date for which the Company is obligated to deliver a certification pursuant to Section 4(k) for which no waiver is applicable, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”), including a negative assurance representation, addressed to the Manager and dated and delivered on such Representation Date, and an opinion of the counsel in England and Wales (“Company UK Counsel”) with respect to the Subsidiaries in England and Wales, each in form and substance reasonably satisfactory to the Manager. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, such counsels may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be deemed waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be provided hereunder; provided, however, that the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided, further, that, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to se...
Sample 1
Bring Down Opinion; Negative Assurance. Following each Representation Date, unless waived by the Manager, the Company may not deliver a Sales Notice, and the Manager shall not be obligated to honor any outstanding Sales Notice, until the Company shall first furnish or cause to be furnished to the Manager and to counsel to the Manager a written opinion of corporate counsel to the Company (“Company Counsel”) dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date).
Sample 1

Related to Bring Down Opinion; Negative Assurance

  • Bring Down Opinions; Negative Assurance At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

  • Negative Assurance Letter Xxxxxx Xxxxxx Xxxxxxxx LLP, special counsel to the Depositor and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

  • Opinion and Negative Assurance Letter of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Benefit Plan Opinion An Opinion of Counsel satisfactory to the Trustee to the effect that any proposed transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received

  • 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.

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