Common use of Opinion Delivery Clause in Contracts

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel in form and substance reasonably satisfactory to the Company's counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferred.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4A(i(a)(i) or (iia)(ii) above)) or a transfer to the Company or any Subsidiary, the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx Kirkland & Xxxxx Ellis or other counsel which couxxxx xxich (to xx the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kirkland & Xxxxx Ellis or such other counsel in form and substance reasonably satisfactory to the Company's counsel that no xxxxxxx thxx xx subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. (e). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferred(e) below.

Opinion Delivery. In connection with the transfer of any ---------------- Restricted Securities (other than a transfer Transfer described in paragraph 4A(iSection 7.1(a)(i), 7.1(a)(ii) or (ii) above7.1(a)(iii)), the holder thereof shall of such Restricted Securities will deliver written notice to the Company describing in reasonable detail the transfer Transfer or proposed transferTransfer, together with an opinion (in form and substance reasonably satisfactory to the Company's counsel ) of Xxxxxxxx & Xxxxx or other legal counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters matters, to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the such holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel (in form and substance reasonably satisfactory acceptable to the Company's ) of such legal counsel to the effect that no subsequent transfer Transfer of such Restricted Securities shall will require registration under the Securities Act, then the Company shall promptly will upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. Section 7.1(c). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the then such holder thereof shall will not transfer Transfer the same until the prospective transferee Transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferredSection 7.1.

Opinion Delivery. In connection with the transfer Transfer of any Restricted Securities (other than a transfer described in paragraph 4A(i10(a)(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer Transfer or proposed transferTransfer, together with an opinion in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx & Xxxxx, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP or other counsel which (to the Company's ’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer Transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP or such other counsel in form and substance reasonably satisfactory to the Company's approved counsel that no subsequent transfer Transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer Transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. 7. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferredparagraph.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4A(iSection 4.1(a) or (iib) above), the holder thereof shall deliver written notice to the Company MCK describing in reasonable detail the transfer or proposed transfer, together with an opinion in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx & Xxxxx or other counsel which (to the CompanyMCK's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act; provided, that in connection with any such transfer by a Purchaser to an Affiliate of such Purchaser, no such opinion of counsel shall be required. In addition, if the holder of the Restricted Securities delivers to the Company MCK an opinion of Xxxxxxxx & Xxxxx or such other counsel in form and substance counsel, reasonably satisfactory to the Company's counsel MCK, that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company MCK shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. Section 6.6 below. If the Company MCK is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the this Company in writing its agreement to be bound by the conditions contained in this paragraph Section 4.2 and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferredSection 6.6.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx Kirkxxxx & Xxxxx or Xllix xx other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of such Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities to be transferred delivers to the Company an opinion of Xxxxxxxx Kirkxxxx & Xxxxx or Xllix xx such other counsel in form and substance reasonably satisfactory to the Company's counsel that no subsequent transfer of such Restricted Securities by any Person (other than an affiliate of the Company) shall require registration under the Securities Act, the Company shall promptly upon such much contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. 6E below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions substantially similar to those contained in this paragraph and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferred6E below.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4A(i6.3(a)(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together together, if reasonably requested by the Company, with an opinion in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx & Xxxxx Xxxxx, Dechert or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx Xxxxx, Dechert or such other counsel in form and substance reasonably satisfactory to the Company's counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. Section 6.3(c) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferredSection 6.3.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4A(i) or (ii) above)Securities, ---------------- the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFS, an opinion of counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters Company and its counsel, to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company's counsel Company and its counsel, that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. Section 7.9. If the Company is ----------- not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph Section and paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferred.Section 7.9 -----------

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4A(i4.1 (i) or (ii) above), the holder thereof Purchaser shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel in form and substance reasonably satisfactory to the Company's counsel of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities Purchaser delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel in form and substance reasonably satisfactory to the Company's counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 7C. 7.1.8. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and paragraph 7C. 7.1.7. The cost of obtaining any opinion contemplated by this paragraph 4B 4.2 (excluding fees paid to the Company's Counsel) shall be borne by the holder of the Restricted Securities being transferred.