of Counsel Sample Clauses

of Counsel. An opinion or opinions of counsel for the Borrower, addressed to the Bank, covering to the Bank's satisfaction (i) the due authorization, execution and delivery of the Loan Documents, (ii) the existence of any litigation affecting the Borrower or the Collateral, (iii) any required consents or approvals, (iv) no conflicts with any agreement or laws, and (v) such other matters as the Bank may require.
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of Counsel. Lender shall have received an opinion or opinions of counsel for Borrower dated as of the Closing Date as to such matters as Lender shall require, in form and substance satisfactory to Lender and its counsel.
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of Counsel. Receipt by the Agent of an opinion, or --------------------- opinions (which shall cover, among other things, authority, legality, validity, binding effect, enforceability and attachment and perfection of liens), satisfactory to the Agent, addressed to the Agent on behalf of the Lenders and dated as of the Closing Date, from legal counsel to the Credit Parties.
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of Counsel. XXXXX & XXXXXXX LLP Xxxxx X. XxXxxxx 0000 Xxxxx Xxxxxx Xxxxx Birmingham, Alabama 35203 (000) 000-0000 (telephone) (000) 000-0000 (fax) xxxxxxxx@xxxxx.xxx cc: Xx. Xxxxx Xxxxxx Southern Company Services, Inc. Manager, Transmission Services Post Office Box 2641 Birmingham, Alabama 35291-8210 Mr. Xxxxx Xxxxxxxx Southern Company Services, Inc. Interconnections Project Manager BIN 13N-8812 000 Xxxxx 00xx Xxxxxx Xxxxxxxxxx, XX 00000 Clay Solar, LLC c/o First Solar, Inc. Attn: Xxxx Xxxxx, Director – Development 00000 Xxxx Xxxxxxx / Xxxxx 000 Houston, TX 77079 Clay Solar, LLC c/o First Solar, Inc. Attn: Xxxxxxx X. Xxxxx, Manager, Transmission & Interconnection 00000 Xxxx Xxxxxxx / Xxxxx 000 Houston, TX 77079 Clay Solar, LLC c/o First Solar, Inc. Attn: Xxxx Xxxxx, Assistant General Counsel, First Solar, Inc. 000 Xxxx Xxxxxx / 0xx Xxxxx
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of Counsel those opinion(s) to be made and delivered on the Funding Day by legal counsel (including, without limitation, legal counsel to the Borrower and special FAA counsel), in form and substance satisfactory to the Lender.
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of Counsel. Subscriber shall, upon purchase of the Stock, receive an opinion letter or opinion letters from counsel to the Company, and the Company represents that it will immediately obtain such opinions from counsel to the satisfaction of the transfer agent, to the effect that, except as otherwise and qualified in the opinion:
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of Counsel. Opinion(s) of Counsel to Iridium LLC, the Company and the Company's Subsidiaries in the form and substance reasonably satisfactory to the Administrative Agent.
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of Counsel. Opinion letter(s) from counsel --------------------- for the Borrowers as may be reasonably satisfactory to Bank.
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Related to 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.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • 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.

  • 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 for Initial Purchasers If requested by the Representatives, the favorable opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

  • Selection of Counsel In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

  • 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.

  • 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).

  • Approval of Counsel The exercise of the Option and the issuance and delivery of shares of Class A Stock pursuant thereto shall be subject to approval by the Corporation's counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Class A Stock may then be listed.

  • Retention of Counsel In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its counsel, including Drinker Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]

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