FAILURE TO OBTAIN OPINION Sample Clauses

FAILURE TO OBTAIN OPINION. The Company fails to deliver an opinion of its counsel, Xxxx, Gotshal & Xxxxxx LLP addressed to the Holder as provided in Section 4(l) of the Note Purchase Agreement within seven (7) Business Days of the issuance of this Note; then, (X) upon the occurrence and during the continuation of any Event of Default specified in Section 4.1, 4.2, 4.3, 4.4, 4.7, 4.8, 4.9 or 4.10, at the option of the Holder the Company shall, and upon the occurrence of any Event of Default specified in Section 4.5 or 4.6, the Company shall, pay to the Holder an amount equal to the Premium Price on the date of such payment, (Y) all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, reasonable legal fees and expenses, of collection, and (Z) the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, including all rights and remedies under or in connection with the Security Agreement; provided, however, that if in connection with any Event of Default the Company shall not at such time be in compliance with its obligations under Section 1.2, 3.1 or 3.2 or shall be obligated, or to cause another Person, to redeem, repurchase or purchase all or any portion of this Note, then in lieu of payment of the amount provided in the preceding clause (X) the Company shall pay to the Holder an amount equal to the amount which would be payable to the Holder upon redemption, repurchase or purchase of this Note in accordance with Section 1.2, 3.1 or 3.2 as if the Company had exercised its right to redeem or repurchase this Note (or such Person had become obligated to purchase this Note) pursuant thereto on the date of such payment pursuant hereto.
Sample 1
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FAILURE TO OBTAIN OPINION. The Company fails to deliver an opinion of its counsel, Xxxx, Gotshal & Xxxxxx LLP addressed to the Holder as provided in Section 4(l) of the Note Purchase Agreement within seven (7) Business Days of the issuance of this Note;
Sample 1

Related to FAILURE TO OBTAIN OPINION

  • Action by Board and Opinion of Counsel The Transfer Agent may rely on resolutions of the Board of Directors (the "Board") or the Executive Committee of the Board and on opinion of counsel for the Company.

  • 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.

  • 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 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.

  • Certificate and Opinion as to Conditions Precedent Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

  • Opinion and 10b-5 Statement 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 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx 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 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.

  • Statements Required in Certificate or Opinion Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

  • Opinion and 10b-5 Statement of Counsel for the Underwriter The Underwriter shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriter, with respect to such matters as the Underwriter 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.

  • STATEMENTS REQUIRED IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL Each Officer’s Certificate (other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture will include:

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