Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable to the Administrative Agent, with a copy for each Lender:
(i) the executed legal opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower; and
(ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower.
Legal Opinions. 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 opinions is required pursuant to Section 7(m).
Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) 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 at such Representation Date).
Legal Opinions. On the date hereof, the Agents shall have received the following legal opinions, dated as of the date hereof and in form and substance satisfactory to the Agents:
Legal Opinions. The Administrative Agent shall have received the executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit E.
Legal Opinions. The Administrative Agent shall have received the following executed legal opinions:
(i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and
(ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.
Legal Opinions. (a) A legal opinion of Xxxxx & Xxxxx LLP, English legal advisers to the Facility Agent, addressed to the Finance Parties.
(b) A legal opinion of Xxxxx & Overy LLP, Dutch legal advisers to the Facility Agent, addressed to the Finance Parties.
(c) A legal opinion of Xxxxx & Xxxxx LLP, New York legal advisers to the Facility Agent, addressed to the Finance Parties.
Legal Opinions. The Administrative Agent shall have received the executed legal opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, in form and substance satisfactory to the Administrative Agent, which shall cover such matters incident to the Transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require.
Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to:
(a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions;
(b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets;
(c) the authorized and issued and outstanding share capital of the Company;
(d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities;
(e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions;
(f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares;
(g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upo...
Legal Opinions. The Administrative Agent shall have received the executed legal opinions of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
