Common use of Opinion and Negative Assurance Letter of Counsel for the Company Clause in Contracts

Opinion and Negative Assurance Letter 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 negative 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 Negative Assurance Letter 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 negative assurance letter, and Xxxxx & Lardner LLP, intellectual property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, Professional Corporation, as counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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 Negative Assurance Letter 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 written opinion and negative 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 Negative Assurance Letter 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 negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may besuch Time of Delivery, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion and Negative Assurance Letter 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 opinions and negative assurance letterNegative 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, to the effect set forth in Annex B hereto.

Opinion and Negative Assurance Letter 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 written opinion and negative 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, to the effect set forth in Annexes B-1 and B-2 hereto.

Opinion and Negative Assurance Letter 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 negative 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Debevoise & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, 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 Negative Assurance Letter 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 negative 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, P.C., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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, to the effect set forth in Annex C-1 hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. At the Closing Time, the Representative shall have received the favorable opinion and negative assurance letter, each dated as of the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, each in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative 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 RepresentativesRepresentative, to the effect set forth in Annex B-1 hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx & Xxxxxxx Dechert LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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, to the effect set forth in Annex B hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representativesset forth in Annex A-1 hereto.

Opinion and Negative Assurance Letter 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 negative 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, to the effect set forth in Annex B-1 hereto.

Opinion and Negative Assurance Letter 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 negative 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, to the effect set forth in Annex B hereto.

Opinion and Negative Assurance Letter 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 negative 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 Negative Assurance Letter 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 negative 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, to the effect set forth in Annex A-2 hereto.

Opinion and Negative Assurance Letter 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 negative assurance letter, dated the Closing Date or their written opinion, dated 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPRxxxxx Professional Corporation, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative 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 RepresentativesRepresentative.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Xxxxxxx Fxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion opinions and negative 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 substantially to the Representativeseffect set forth in Annex B hereto.

Opinion and Negative Assurance Letter 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 negative 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, to the effect set forth in Annex D hereto.

Opinion and Negative Assurance Letter 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 for the Company and the Subsidiary Guarantor and negative 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriters, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representativesset forth in Annex C-1 hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx & Xxxxxxx Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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, to the effect previously agreed as between the Company and the Representatives.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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, to the effect set forth in Annex A-1 hereto.

Opinion and Negative Assurance Letter 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 negative 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, to the effect set forth in Annex B-1 hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx Skadden, Arps, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letterletter 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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 Negative Assurance Letter 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 its written opinion and negative 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 RepresentativesRepresentative, to the effect set forth in Annex A-1 and Annex A-2, hereto.

Opinion and Negative Assurance Letter 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 negative 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, to the effect set forth in Annex D-1 hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx On the Closing Date, the Representatives shall have received the opinion and negative assurance letter of Wxxxxxxx, Lipton, Rxxxx & Xxxxxxx LLPKxxx, counsel for the Company, shall have furnished to the Representativesand Cxxxx X. Xxxxxxxxx, at the request of Executive Vice President and General Counsel for the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwritersof such date, in form and substance reasonably satisfactory to the RepresentativesUnderwriters.

Opinion and Negative Assurance Letter 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 negative assurance letter, dated the Closing Date or their written opinion, dated the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representativesforms attached hereto as Annex D-1.

Opinion and Negative Assurance Letter 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 negative 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, to the effect previously agreed as between the Company and the Representatives.

Opinion and Negative Assurance Letter 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 negative 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx & On the Closing Date, the Initial Purchasers shall have received the opinion and negative assurance letter of Xxxxx, Xxxxx, Xxxxxxx and Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request dated as of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriterssuch date, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx & Xxxxx Xxxxxxx US LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion for the Company and the Subsidiary Guarantor and negative 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPRxxxxx Professional Corporation, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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 Negative Assurance Letter 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 negative assurance letter, dated as counsel to the Closing Date or the Additional Closing DateCompany, as the case may be, and addressed to the UnderwritersUnderwriters and each dated such Closing Date, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit III hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Wxxxxxx Xxxx & Xxxxxxx LLPGxxxxxxxx, counsel for the Company, shall have furnished to dated as of such date, in the Representatives, at the request of the Company, their written opinion form and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed substance satisfactory to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion and Negative Assurance Letter 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 negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representativesset forth in Annex A-1 hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx & Xxxxxxx Godward Kronish LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative 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 stating in effect the matters set forth on Annex D hereto (with appropriate modifications reasonably satisfactory acceptable to the RepresentativesRepresentatives for any opinion or negative assurance letter delivered on any Additional Closing Date).

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx Gxxxxxx & Xxxxxxx LLPKxxx, S.C., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative 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 RepresentativesRepresentative, to the effect set forth in Annex A hereto.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriter, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may beapplicable, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the RepresentativesUnderwriter.

Opinion and Negative Assurance Letter 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 negative 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 Negative Assurance Letter of Counsel for the Company. Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative 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 RepresentativesRepresentative.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx At the Closing Time, the Representatives shall have received the favorable opinion and negative assurance letter, each dated as of the Closing Time, of Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Company, shall have furnished in form and substance satisfactory to the Representatives, at the request together with signed or reproduced copies of such letter for each of the Companyother Underwriters, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, effect set forth in form and substance reasonably satisfactory to the RepresentativesExhibit A hereto.

Opinion and Negative Assurance Letter 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 negative 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 stating in effect the matters set forth on Annex D hereto (with appropriate modifications reasonably satisfactory acceptable to the RepresentativesRepresentatives for any opinion or negative assurance letter delivered on any Additional Closing Date).

Opinion and Negative Assurance Letter 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 negative 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 RepresentativesRepresentative.

Opinion and Negative Assurance Letter of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, Professional Corporation, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative 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 RepresentativesRepresentative.