Notice and Opinion of Counsel Sample Clauses

Notice and Opinion of Counsel. (a) A copy of any opinion of counsel issued as described in Section 5.06 or Section 8.06 through Section 8.10 must be sent by the General Partner to SBA, together with (i) the written notice of the election of the Private Limited Partner or (ii) the written demand of the General Partner, to which the opinion relates.
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Notice and Opinion of Counsel. A copy of any opinion of counsel issued as described in Section 5.06 or Section 8.06 through Section 8.10 [or Section 8.12] must be sent by the General Partner to SBA, together with (i) the written notice of the election of the Limited Partner or (ii) the written demand of the General Partner, to which the opinion relates. An opinion rendered to the Partnership as provided in Section 5.06 or Section 8.06 through Section 8.10 [or Section 8.12] will be deemed sufficient for the purposes of those Sections only if the General Partner and SBA each approve (i) the counsel rendering the opinion, and (ii) the form and substance of the opinion.
Sample 1
Notice and Opinion of Counsel. The Series A Debentures and the Legend ------------------------------ Stock to be issued upon such conversion thereof shall not be transferable except upon the conditions specified in this Section 7.7. Each holder of any Series A Debentures or Legend Stock, by acceptance thereof, agrees, prior to any transfer of such Series A Debentures or Legend Stock or concurrently with any conversion of such Series A Debentures, to give written notice to the Company expressing such holder's intention to effect such transfer or conversion and describing briefly the manner of the proposed transfer or, in the case of such conversion, such holder's intention as to the disposition (and the intended method thereof) or retention to be made of common stock issuable upon the proposed conversion, together, if registration of such Series A Debentures or Legend Stock, with a copy of the opinion of counsel selected by such holder and reasonably satisfactory to the Company or the Parent (addressed to such holder and the Company or Parent) as to the exemption from registration under the Securities Act of such proposed transfer or disposition or retention upon such proposed conversion. If in the opinion of such counsel, the proposed transfer of such Series A Debentures or Legend Stock, or the proposed disposition or retention of common stock to be issued upon such conversion, may be effected without such registration of such Series A Debentures or of such Legend Stock or of such common stock under the Securities Act, such holder shall be entitled to transfer such Series A Debentures or Legend Stock or to dispose of or retain such common stock to be issued upon conversion, all in accordance with the terms of the notice delivered by such holder to the Company or the Parent. Unless in the opinion of such counsel subsequent disposition by such holder or by others of the common stock to be issued upon conversion or of the Legend Stock to be so transferred may require such registration, the Company or the Parent will promptly upon such conversion or transfer deliver certificates for common stock not bearing a legend of the character set forth above. If the proposed transfer of such Series A Debentures or Legend Stock, or the proposed disposition (including retention) of the common stock to be issued upon such conversion, may not be effected without such registration of such Series A Debentures, Legend Stock, or such common stock, the holder thereof shall not be entitled to transfer such Ser...
Sample 1
Notice and Opinion of Counsel. In the event of the issuance of an opinion of counsel described in Sections 5.3 through 5.8, a copy of such opinion shall be sent by the Management Board to the SBA, together with the written notice of the election of the Member to which such opinion relates to terminate its obligation to make further capital contributions with respect to its Commitment or withdraw from the LLC in whole or in part, or the written demand of the Management Board for such termination or withdrawal, as the case may be. Any counsel rendering an opinion pursuant to Sections 5.3 through 5.8 shall be subject to the approval of the Management Board and the SBA, and any such opinion shall be satisfactory in form and substance to the Management Board and the SBA.
Sample 1
Notice and Opinion of Counsel. In the event of the issuance of an --- ============================= opinion of counsel described in Sections 5.3 through 5.8, a copy of such opinion shall be sent by the General Partner to the SBA, together with the written notice of the election of the Private Limited Partner to which such opinion relates to terminate its obligation to make further capital contributions with respect to its Commitment or withdraw from the Partnership in whole or in part, or the written demand of the General Partner for such termination or withdrawal, as the case may be. Any counsel rendering an opinion pursuant to Sections 5.3 through 5.8 shall be subject to the approval of the General Partner and the SBA, and any such opinion shall be satisfactory in form and substance to the General Partner and the SBA.
Sample 1
Notice and Opinion of Counsel. (a) An opinion rendered to the Partnership as provided under Section 4.22 through Section 4.26 will be deemed sufficient for the purposes of those Sections only if the General Partner approved (i) the counsel rendering the opinion, and (ii) the form and substance of the opinion.
Sample 1
Notice and Opinion of Counsel. In the event of the issuance of an opinion of counsel described in this Section, a copy of such opinion shall be sent by the General Partner to the SBA, together with the written notice of the election of the Limited Partner to which such opinion relates to terminate its obligation to make further capital contributions with respect to its Commitment or withdraw from the Fund in whole or in part, or the written demand of the General Partner for such termination or withdrawal, as the case may be. Any counsel rendering an opinion pursuant to this Section shall be subject to the approval of the General Partner and the SBA, and any such opinion shall be satisfactory in form and substance to the General Partner and the SBA.
Sample 1
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Related to Notice and Opinion of Counsel

  • 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.

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • 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.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Opinion of Counsel to Buyer The Sellers shall have received an opinion of counsel to Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Sellers.

  • Officers' Certificate and Opinion of Counsel Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity, complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

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