Common use of Opinion and 10b-5 Statement of Counsel for the Company Clause in Contracts

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxx P.A., counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, shall each have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 and Annex A-2 hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxx P.A., counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, Xxxxxx LLP shall each have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 Statementstatement, dated as counsel to the Closing Date and Company, addressed to the UnderwritersUnderwriters and dated as of the Closing Time and as of each Date of Delivery, in form and substance reasonably satisfactory to previously agreed upon with Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Representatives, to the effect set forth in Annex A-1 and Annex A-2 hereto, respectivelyUnderwriters.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx Cxxxxx Xxxxxxxx Xxxxx & Xxxxx P.A.Hxxxxxxx LLP, counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, shall each have furnished to the Representatives, at the request of the CompanyRepresentative, their written opinion and 10b-5 Statementnegative comfort letter, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 and Annex A-2 hereto, respectivelyan annex to the Underwriting Agreement.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx Each of Wachtell, Lipton, Xxxxx & Xxxxx P.A.Xxxx, counsel for the CompanyCompany and Xxxxxx Xxxxxx, and Xxxxx X. Xxxxxxxxxxx, in-house general counsel for of the Company, shall each have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 Statementstatement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 and Annex A-2 hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxx P.A.Xxxxxxx XxXxxxxxx LLP, counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, shall each have furnished to the Representatives, at the request of the Company, their written opinion for the Company and the Subsidiary Guarantors and 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 and Annex A-2 hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxx P.A., counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, Company in-house counsel for the Company, shall each have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 and Annex A-2 hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Each of Xxxxx P.A.Xxxxx L.L.P., special counsel for the CompanyCompany and Xxxxxx, and Xxxxx X. XxxxxxxxxxxXxxxxx & Xxxxxxx LLP, in-house general counsel for the Company, shall each have furnished to the Representatives, at the request of the Company, their written opinion and and/or 10b-5 Statement, dated the First Closing Date or the Optional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto and Annex A-2 hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx Xxxxxxxx & Xxxxx P.A., counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, Xxxxxx P.A. shall each have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 Statement, dated as counsel to the Closing Date and Company, addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 and Annex A-2 Exhibit B hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxx P.A.Xxxxxxxxx, counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, LLP shall each have furnished to the Representatives, at the request of the Company, their Underwriters such counsel’s written opinion and 10b-5 Statement, dated as counsel to the Closing Date and Company, addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 and Annex A-2 Exhibit B hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP and Xxxxxxx Xxxxx P.A.LLP, counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, shall each have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 Statementstatement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 and Annex A-2 heretoto this Agreement, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxx P.A.Xxxxx LLP, counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, ’s General Counsel shall each have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion opinions and 10b-5 Statementstatements, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex Annexes A-1 and Annex A-2 hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxx P.A.Xxxxxxx X. Xxxxxxxxx, counsel for Corporate Vice President, General Counsel and Secretary of the Company, and Xxxxx X. XxxxxxxxxxxXxxx LLP, in-house special counsel for the Company, shall each have furnished to the Representatives, at the request of the Company, their his and its written opinion and opinions or 10b-5 Statementstatement, as the case may be, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 D-1 and Annex A-2 heretoD-2, respectively, hereto.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx, Xxxxxxxxxx & Xxxxx P.A.Xxxxxxxxx LLP (“OHS”), counsel for to the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for to each of the CompanyGuarantors, shall each have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion and and, in the case of OHS, a 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 and Annex A-2 A hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx Xxxxxx & Xxxxx P.A.Xxxxxx, L.L.P. and Onebane Law Firm, P.C., counsel for the Company, and Xxxxx Xxxxxx X. XxxxxxxxxxxXxxxxxxxx, in-house general counsel for of the Company, shall each have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion or opinions and 10b-5 StatementStatement or Statements, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 and Annex A-2 A hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxx P.A.Xxxxxxxx LLP, counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, shall each have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 and Annex A-2 A hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx & Xxxxx P.A.Xxxxxx and Xxxxx, LLP, counsel for the Company, and Xxxxx X. XxxxxxxxxxxXxxxxx, in-house counsel General Counsel for the Company, shall each have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 Statementstatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 and Annex A-2 hereto, respectively.

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx Xxxxx & Xxxxx P.A.Xxxxxxx LLP, counsel for the Company, and Xxxxx X. Xxxxxxxxxxx, in-house counsel for the Company, shall each have furnished to the RepresentativesRepresentative, the Forward Seller and the Forward Counterparty, at the request of the Company, their written opinion and 10b-5 Statementstatement, dated the Closing Date Date, and addressed to each of the Underwriters, the Forward Seller and the Forward Counterparty, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 Forward Seller and Annex A-2 hereto, respectivelythe Forward Counterparty.