No Adverse Opinion of Counsel Sample Clauses

No Adverse Opinion of Counsel. During the seventeen calendar day period following a Preliminary Put Notice, the Investor's counsel shall not have delivered to the Company a copy of an opinion addressed to the Investor stating Investor's counsel's belief that there is a reasonable likelihood that the Registration Statement contains an untrue statement of material fact or omits a material fact required to make the statements contained therein, in light of the circumstances in which they were made, not misleading. If any such opinion is delivered, copies of the same shall be delivered to the Company's counsel and Investor's counsel shall communicate the basis for such opinion to the Company's counsel promptly after rendering such opinion to Investor. The Company shall have no right or claim against Investor's counsel with respect to any such opinion. In the event that the Company's counsel and the Investor's Counsel are unable, within four business days of such delivery of such opinion of Investor's counsel, to agree upon the appropriate resolution of such belief expressed by Investor's counsel in order that this condition (k) may be satisfied, either counsel may refer the matter to the Neutral Lawyer in accordance with Section 2(d) of the Registration Rights Exhibit. Pending resolution of such belief in accordance with such Section 2(d), the Company shall not deliver any new Put Notices to the Investor and, at the Investor's election, purchases of Common Stock pursuant to Put Notices outstanding and under which the Required Dollar Amount of Common Stock shall not have been fully purchased at the time any such opinion of Investor's counsel shall have been delivered, shall be suspended and the Purchase Period applicable thereto extended by fifteen days for each day from delivery of such opinion to the date upon which such resolution has been obtained and implemented.
Sample 1
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No Adverse Opinion of Counsel. During the seventeen calendar day period following a Preliminary Put Notice, the Investor's counsel shall not have delivered to the Company a copy of an opinion addressed to the Investor stating Investor's counsel's belief that there is a reasonable likelihood that the Registration Statement contains an untrue statement of material fact or omits a material fact required to make the statements contained therein, in light of the circumstances in which they were made, not misleading. If any such opinion is delivered, copies of the same shall be delivered to the Company's counsel and Investor's counsel shall communicate the basis for such opinion to the Company's counsel promptly after rendering such opinion to Investor. The Company shall have no right or claim against Investor's counsel with respect to any such opinion.
Sample 1

Related to No Adverse Opinion of Counsel

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, 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).

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion of XxXxxxxxx Will & Xxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.

  • Effective Date Opinion of Counsel On the Effective Date, the Representative shall have received the favorable opinion of GM, counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance satisfactory to GM to the effect that:

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel to Credit Parties The Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel (including any additional opinions of counsel as required under any Security Document) to the Credit Parties that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Closing Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons).

  • Opinion of Counsel for Underwriter The Underwriter shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated such Closing Date, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

  • Opinion of Counsel to Trustee The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

  • 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).

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