Common use of Opinion of Counsel for Initial Purchasers Clause in Contracts

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx, Xxxxx & Xxxxx, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i), (ii), (vi) through (x), inclusive, and (xi) (solely as to due authorization) of Exhibit A and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx, Xxxxx & XxxxxPillsbury Winthrop LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (viiii) through (x), inclusive, and (xi) (solely as to due authorizationiv) of Exhibit A and the penultimate paragraph of Exhibit A B hereto. In giving such opinion opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.. (d)

Opinion of Counsel for Initial Purchasers. At the Closing Time or the Additional Closing Time, as the case may be, the Representatives shall have received the favorable opinionopinion and negative assurance, dated as of the Closing Time or the Additional Closing Time, as the case may be, of Xxxxx, Xxxxx Xxxxxxx Xxxxxxx & XxxxxXxxxxxxx LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect in form and substance satisfactory to the matters set forth in (i), (ii), (vi) through (x), inclusive, and (xi) (solely as to due authorization) of Exhibit A and the penultimate paragraph of Exhibit A heretoRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York York, the General Corporation Law of the State of Delaware and the federal law securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx, Xxxxx Xxxxxx Xxxxxx & XxxxxXxxxxxx LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i), (ii), (vi) through (x), inclusive, and (xixvii) (solely as to due authorization) of Exhibit A and the penultimate paragraph of Exhibit A A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions jurisdic- tions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxx & Xxxxx, Xxxxx & XxxxxL.L.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i), (ii), (vi) through (x), inclusive, and (xi) (solely as to due authorizationthe incorporation status of the Company), (iv) through (vii), inclusive, (x) (solely as to the information in the Offering Memorandum under "Description of Exhibit A the Notes") and the penultimate paragraph of Exhibit A B hereto. In giving such Such opinion such counsel may rely, as shall be limited to all matters governed by the laws of jurisdictions other than the law of the State of Texas and the State of New York and York, the federal law of the United States, upon States and the opinions General Corporation Law of counsel satisfactory to the RepresentativesState of Delaware. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, Time the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx, Xxxxx Vinsxx & XxxxxXlkixx X.X.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i), (ii), (vi) through (x), inclusive, and (xiiv) (solely as to due authorizationpreemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (v) to (viii), inclusive, (xii) (solely as to the information in the Offering Memorandum under "Description of Exhibit A Debentures" and "Description of Capital Stock"), (xviii) and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesInitial Purchasers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx, Xxxxx Vxxxxx & XxxxxExxxxx L.L.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i1), (ii2), (vi7) through (x9), inclusive, and (xi15) (solely as to due authorization) of Exhibit A and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesInitial Purchasers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx, Xxxxx Xxxxxx & XxxxxXxxxxx L.L.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i), (ii), (viv) through (xviii), inclusive, and (xixiv) (solely as to due authorization) of Exhibit A and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the law of the State of Texas, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxx & Xxxxx, Xxxxx & XxxxxL.L.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i), (ii), (vi) through (x), inclusive, and (xi) (solely as to due authorizationthe incorporation status of the Company), (iv) through (vii), inclusive, (x) (solely as to the information in the Offering Memorandum under "Description of Exhibit A the Notes") and the penultimate paragraph of Exhibit A B hereto. In giving such Such opinion such counsel may rely, as shall be limited to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United States, upon States and the opinions General Corporation Law of counsel satisfactory to the RepresentativesState of Delaware. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.