Common use of Legal Opinions of Counsel Clause in Contracts

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to the Administrative Agent and the Lenders.

Appears in 3 contracts

Samples: Credit Agreement (Pantry Inc), Credit Agreement (Pantry Inc), Credit Agreement (Medvest Holdings Corp)

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Legal Opinions of Counsel. The Administrative Agent shall have received favorable written opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Date and (addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that Lenders and dated the execution and delivery Effective Date) of (i) the chief legal officer of the Amendment by Loan Parties, and (ii) Xxxxx Day, special counsel for the Credit Parties Loan Parties, in each case covering such matters relating to the Loan Parties, the Loan Documents, this Agreement and the consummation of the transactions contemplated thereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to hereby as the Administrative Agent and the Lendersshall reasonably request. The Company hereby requests such counsels to deliver such opinions.

Appears in 3 contracts

Samples: Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment Credit Documents by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to the Administrative Agent and the Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Pantry Inc), Credit Agreement (Pantry Inc)

Legal Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinion or opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the are in compliance with all corporate instruments and material agreements of Material Agreements on the Credit Parties, Closing Date and shall otherwise be in form and substance acceptable to the Administrative Agent and the LendersAgent.

Appears in 2 contracts

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

Legal Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties' organizational documents and Material Contracts, including the Senior Note Purchase Documents and the LendersSubordinated Note Documents).

Appears in 2 contracts

Samples: Credit Agreement (Belden CDT Inc.), Credit Agreement (Belden Inc.)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to the Administrative Agent Agent, which shall include, without limitation, an opinion that ii) each of the Credit Documents is enforceable under New York law or the chosen governing law of the applicable jurisdiction, and (ii) the execution, delivery and performance of the Credit Documents and the Lendersperformance of the transactions therein will not violate any provision of the Company’s or any Credit Party’s corporate instruments.

Appears in 1 contract

Samples: Credit Agreement (Alliance One International, Inc.)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions an opinion of legal Xxxxxxx Procter LLP, counsel for to the Credit Loan Parties, dated the First Amendment Effective Date and addressed to the Administrative Agent and each Lender, including the Increase Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders.

Appears in 1 contract

Samples: Credit Agreement (Unifirst Corp)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the this Second Amendment by the Credit Parties and the consummation of the transactions contemplated thereby hereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to the Administrative Agent and the LendersAgent.

Appears in 1 contract

Samples: Credit Agreement (Alliance One International, Inc.)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions an opinion of legal counsel for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions opinion shall provide, among other things, that the execution Borrower, the Acquired Companies and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the their Subsidiaries are in compliance with all corporate instruments and material agreements of agreements, including without limitation, the Credit PartiesExisting Subordinated Note Indenture, on the Closing Date after giving effect to the Acquisition and shall otherwise be in form and substance acceptable to the Administrative Agent and the LendersAgents.

Appears in 1 contract

Samples: Credit Agreement (Integrated Defense Technologies Inc)

Legal Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the LendersLiens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

Appears in 1 contract

Samples: Credit Agreement (Belden Inc.)

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Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel (including local counsel to the extent required by the Administrative Agent) for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the their Subsidiaries are in compliance with all regulatory requirements, corporate instruments and material agreements of on the Credit Parties, Closing Date after giving effect to the IPO and the other transactions contemplated herein and shall otherwise be in form and substance acceptable to the Administrative Agent and the LendersAgent.

Appears in 1 contract

Samples: Credit Agreement (Medsource Technologies Inc)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel (including local counsel to the extent required by the Administrative Agent) for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution Spin-off and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will herein do not violate the regulatory requirements, corporate instruments and material agreements as of the Credit PartiesClosing Date, and shall otherwise be in form and substance acceptable to the Administrative Agent and the LendersAgent.

Appears in 1 contract

Samples: Credit Agreement (Neighborcare Inc)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel (including local counsel to the extent required by the Administrative Agent) for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the their Subsidiaries are in compliance with all regulatory requirements, corporate instruments and material agreements of on the Credit Parties, Closing after giving effect to the transactions contemplated herein and shall otherwise be in form and substance acceptable to the Administrative Agent and the LendersAgent.

Appears in 1 contract

Samples: Credit Agreement (Roanoke Electric Steel Corp)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel for the Credit Parties, dated the First Amendment Effective Date as of the date hereof and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other things, that the execution and delivery of the this Second Amendment by the Credit Parties and the consummation of the transactions contemplated thereby hereby will not violate the corporate instruments and material agreements of the Credit Parties, and shall otherwise be in form and substance acceptable to the Administrative Agent and the Lenders.

Appears in 1 contract

Samples: Credit Agreement (West Corp)

Legal Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel (including local counsel to the extent required by the Administrative Agent) for the Credit Parties, dated the First Amendment Effective Closing Date and addressed to the Administrative Agent and the Lenders, which opinions shall provide, among other thingsthings and subject to appropriate exceptions and qualifications, that the execution and delivery of the Amendment by the Credit Parties and the consummation of the transactions contemplated thereby will not violate the their Subsidiaries are in compliance with all regulatory requirements, corporate instruments and material agreements of on the Credit Parties, Closing Date after giving effect to the transactions contemplated herein and shall otherwise be in form and substance acceptable to the Administrative Agent and the LendersAgent.

Appears in 1 contract

Samples: Credit Agreement (Bradley Pharmaceuticals Inc)

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