Common use of Opinion and 10b Clause in Contracts

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxxx, LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, 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 Representatives, to the effect set forth in Annex A hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx O’Melveny & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, each dated as of 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in such form and substance reasonably satisfactory to as previously agreed with the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxxx & Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated each Closing Date, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Sidley Austin LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall 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 or the Additional Closing DateCompany, as the case may be, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representativespreviously agreed upon with White & Case LLP.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx and Xxxxx, LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, substantially in the form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex C hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxxx LLPXxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the any Additional 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.

Opinion and 10b. 5 Statement of U.S. Counsel for the Company. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Halter & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, 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 Representatives, to the effect set forth in Annex A-1 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, PLLC shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex C hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Winston & Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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 B hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx McGuireWoods LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex C-1 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriters, at the request of the Company, their written opinion and 10b-5 statement, 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 RepresentativesUnderwriters.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated as of 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 Representatives, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx On the Closing Date, Akin Gump Xxxxxxx Xxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel Counsels for the Company. Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Company, and Xxxxxxx X. Xxxxxxxx, in-house counsel for the Company shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, statement (which may be included in the written opinion) dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall 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 or the Additional Closing DateCompany, as the case may be, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. On the Closing Date, Xxxxxx & Xxxxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, statement (which may be included in the written opinion) dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statementstatements, each 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx LLPKnight L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative and the Borrower, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersUnderwriters and the Borrower, in form and substance reasonably satisfactory to the RepresentativesRepresentative and the Borrower.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Sxxxx & Xxxxxxx LLPWxxxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex C-1 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statement, dated as counsel to the Closing Date or the Additional Closing DateCompany, as the case may be, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representativespreviously agreed upon with Proskauer Rose LLP.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statementnegative assurance letter, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Drinker Xxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, dated the Closing Date or the any such Additional 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 D-1 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex B hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and each dated such Closing Date, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the CompanyCompany and the Adviser. Xxxxxx & Xxxxxxx Eversheds Xxxxxxxxxx (US) LLP, counsel for the CompanyCompany and the Adviser, shall have furnished to the Representatives, at the request of the CompanyCompany and the Adviser, their written opinion opinions and 10b-5 statementletter, dated the Closing Date or and on the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, statement 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.

Opinion and 10b. 5 Statement of U.S. Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx International LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the CompanyCompany and the Guarantors. Xxxxxx & Xxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriter, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to be agreed by the Representativesparties.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel to the Company and special U.S. patent counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex A hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx Lord LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxx, Xxxxx, Xxxxx, Xxxxxx, Xxxxxx & Xxxxxxx LLPXxxxx, counsel for the Company, P.C. shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statementStatement as counsel to the Company, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx and Xxxxx, LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex B hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. On the Closing Date, Xxxxxx & Xxxxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, statement (which may be included in the written opinion) dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex D-1 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 D hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx O’Melveny & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statement, as counsel to the Company, addressed to the Underwriters and dated the Closing Date or the Additional each Closing Date, as the case may be, and addressed to the Underwriters, substantially in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Dates, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion opinions as to matters of U.S. federal, Delaware and New York law and 10b-5 statement, dated the Closing Date or the each Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxx Day, counsel for the Company, shall have furnished to the RepresentativesRepresentative(s), at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the RepresentativesRepresentative(s), to the effect set forth in Annex B to the Underwriting Agreement.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, Professional Corporation, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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.

Opinion and 10b. 5 Statement of U.S. Counsel for the Company. Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx XxXxxxxxx & Xxxxxxx Fish LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex B hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 negative assurance statement, 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 RepresentativesRepresentatives and as previously agreed.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statementStatement, as counsel to the Company, addressed to the Underwriters and 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the CompanyCompany and certain of the Guarantors. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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, substantially to the effect set forth in Annex C hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxx & Xxxxxxx LLPXxxxxxxx, P.A., counsel for the Company, shall have furnished to the RepresentativesPlacement Agents, at the request of the Company, their written opinion and 10b-5 statement, dated as of the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersPlacement Agents, substantially in the form and substance reasonably satisfactory to the Representativesof Exhibit C hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx Lovells US LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex B-1 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Coie LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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 B hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx, LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex B hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx Lovells US LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, 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.

Opinion and 10b. 5 Statement of U.S. Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representativeseffect set forth in Annex A-1 and A-2 hereto.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Sxxxx & Xxxxxxx LLPWxxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and 10b. 5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, 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 Representatives, to the effect set forth in Annex D hereto.