Common use of Opinion of Counsel for the Underwriters Clause in Contracts

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinions.

Opinion of Counsel for the Underwriters. On the Closing Date, the The Representatives shall have received an the opinion and negative assurance letterof Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form and substance satisfactory to the Representatives covering such matters as are customarily covered in such opinionsRepresentatives.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an opinion the favorable opinion, in form and negative assurance lettersubstance satisfactory to the Representatives, of Linklaters LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxxxx Xxxxxxx (US) LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, Date the Representatives shall have received an the favorable opinion and negative assurance letterof Jenkens & Gilcxxxxx, x Professional Corporation, counsel for the Underwriters, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel as to the Underwriters, customary matters and in form satisfactory to the Representatives covering (and the Representatives shall have received a sufficient number of additional conformed copies of such matters as are customarily covered in such opinionscounsel's legal opinion for each of the several Underwriters).

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and 10b-5 negative assurance letter, dated the Closing Date, statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to for the Underwriters, in form satisfactory dated as of such Closing Date, with respect to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx Hunton & Xxxxxxxx LLP, counsel to for the Underwriters, in form satisfactory dated as of the Closing Date, with respect to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On each of the Closing Date and each Subsequent Closing Date, the Representatives Representative shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Bxxxxxxx LLP, counsel to for the Underwriters, in form and substance reasonably satisfactory to the Representatives covering Representative, dated as of such matters as are customarily covered in such opinionsClosing Date or Subsequent Closing Date.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx & Xxxxxxxx Cxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Securities, dated as of such date, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinions.

Opinion of Counsel for the Underwriters. On the Closing Date, Date the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLPXxxxx, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, in form satisfactory to dated as of such date, with executed copies for each of the Representatives covering such matters as are customarily covered in such opinionsRepresentatives.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives Representative shall have received an the favorable opinion and negative assurance letterof Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the The Representatives shall have received an the opinion and negative assurance letterletter of Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form and substance satisfactory to the Representatives covering such matters as are customarily covered in such opinionsRepresentatives.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Representatives.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives Representative shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to for the UnderwritersUnderwriters in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Representatives covering Representative, dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives --------------------------------------- Representative shall have received an opinion and negative assurance letterthe favorable opinion, dated as of the Closing Date, of Xxxxx Xxxx Brown & Xxxxxxxx LLPWood llp, counsel to for the Underwriters, in form and substance satisfactory to the Representatives covering Representative. In rendering such opinion, such counsel may rely, as to all matters as are customarily covered in such opinionsgoverned 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 reasonably satisfactory to the Representative.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Cxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received an the opinion and negative assurance letterof Xxxxxx, dated the Closing Date, of Xxxxx Xxxx Xxxxxxxxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel to for the Underwriters, addressed to the Underwriters and dated as of such date, in form and substance reasonably satisfactory to the Representatives covering Representative. The Company shall have furnished to such matters counsel such documents as are customarily covered in such opinionsmay have requested for the purpose of enabling them to pass upon such matters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form and substance satisfactory to the Representatives covering such matters as are customarily covered in such opinions.to, and addressed

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof , counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, Date the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx & Xxxxxxxx Cxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Shares, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives Representative shall have received an the favorable opinion and negative assurance letterletter of Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Squire Xxxxxx Xxxxx Xxxx & Xxxxxxxx (US) LLP, counsel for the Underwriters in connection with the offer and sale of the Securities, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Squire, Xxxxxxx & Xxxxxxx (US) LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Dxxxx Xxxx & Wxxxxxxx, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On each of the Closing Date and the Subsequent Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel to for the Underwriters, dated as of such closing date, in form and substance satisfactory to the Underwriters (and the Representatives covering shall have received an additional two conformed copies of such matters as are customarily covered in such opinionscounsel’s legal opinion for each of the several Underwriters).

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Securities, dated as of such date, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinions.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives Representative shall have received an the favorable opinion and negative assurance letterletter of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, Date the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx & Xxxxxxxx Cxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On each of the First Closing Date, Date and the Second Closing Date the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxxxx Xxxxxx White & XxXxxxxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwritersissuance and sale of the Common Shares, in form satisfactory to the Registration Statement, the Prospectus and other related matters as the Representatives covering may reasonably require, and the Company shall have furnished to such matters counsel such documents as are customarily covered in they reasonably request for the purpose of enabling them to pass upon such opinionsmatters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterletter of Xxxxxx Xxxxxxx Xxxxx LLP, counsel for the Underwriters, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On each of the Closing Date and the Subsequent Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letter, dated the Closing Date, of Xxxxx Wxxxxxx Xxxx & Xxxxxxxx Gxxxxxxxx LLP, counsel to for the Underwriters, dated as of such closing date, in form and substance satisfactory to the Underwriters (and the Representatives covering shall have received an additional two conformed copies of such matters as are customarily covered in such opinionscounsel’s legal opinion for each of the several Underwriters).

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Sxxxxx Xxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Securities, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLPXxxxxxxx, counsel to for the Underwriters, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Representatives, with respect to the Representatives covering such matters as are customarily covered in the Representatives may reasonably request, and the such opinionscounsel shall have received such documents as they request for the purpose of enabling them to pass upon such matters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an such opinion or opinions and negative assurance letterletter of White & Case LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form satisfactory to as the Representatives covering such matters as are customarily covered in such opinionsmay reasonably request.

Opinion of Counsel for the Underwriters. On the Closing Date, the The Representatives shall have received on and as of the Closing Date an opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to for the Underwriters, in form satisfactory with respect to the Representatives covering such matters as are customarily covered in such opinionsthe Representatives may reasonably request.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, reasonably satisfactory to them, dated as of the Closing Date, of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to for the Underwriters, in form satisfactory together with signed or reproduced copies of such opinion and letter for each of the other Underwriters with respect to the Representatives covering such issuance and sale of the Notes, the Disclosure Package and the Prospectus and other related matters as are customarily covered in such opinionsthe Representatives may reasonably require.

Opinion of Counsel for the Underwriters. On the Closing Date and each Option Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, counsel to for the Underwriters, dated as of each such date, in form and substance satisfactory to the Representatives covering and the Selling Stockholders shall have furnished to such matters counsel such documents as are customarily covered in they request for the purpose of enabling such opinionscounsel to pass upon such matters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives The Representative shall have received an the opinion and negative assurance letterletter of Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form and substance reasonably satisfactory to the Representatives covering such matters as are customarily covered in such opinionsRepresentative.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives Representative shall have received an the opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, counsel to for the UnderwritersUnderwriters in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Representatives covering Representative, dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Shares, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Mxxxx, Bxxxx, Rxxx & Maw LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx Dxxxx & Xxxxxxxx LxXxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Units, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives Representative shall have received an the opinion and negative assurance letterletter of Xxxxxx, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Bockius LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On each of the First Closing Date and the Second Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxxxx & Bird LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form and substance satisfactory to the Representatives covering Representatives. The Company shall have furnished to such matters counsel such documents as are customarily covered in such opinionsmay have requested for the purpose of enabling them to pass upon such matters.

Opinion of Counsel for the Underwriters. On the Closing Date or the relevant Option Closing Date, as applicable, the Representatives shall have received an the favorable opinion and negative assurance letterletter of Hunton Xxxxxxx Xxxxx LLP, counsel for the Underwriters, dated as of the Closing Date or the relevant Option Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLPas applicable, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, counsel to for the UnderwritersUnderwriters in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Representatives covering Representatives, dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an opinion and negative assurance letterof Xxxx, dated the Closing DateWeiss, of Xxxxx Xxxx Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to for the Underwriters, in form satisfactory dated as of such Closing Date, with respect to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Representatives.

Opinion of Counsel for the Underwriters. On each of the Closing Date, Date and each Option Closing Date the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLPDay, counsel to for the Underwriters, in form and substance satisfactory to the Representatives covering Representatives, dated as of such matters as are customarily covered in such opinionsClosing Date.

Opinion of Counsel for the Underwriters. On the Closing Date, Date the Representatives Representative shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, counsel to for the UnderwritersUnderwriters in connection with the offer and sale of the Offered Securities, in form and substance reasonably satisfactory to the Representatives covering Representative, dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion of Xxxxxxx Xxxxxxx and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to for the Underwriters, in form satisfactory dated as of such Closing Date, with respect to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxxxxxx & Sterling LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Representatives.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Squire, Sxxxxxx & Dxxxxxx L.L.P., counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, Date the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, counsel to for the UnderwritersUnderwriters in connection with the offer and sale of the Securities, in form and substance reasonably satisfactory to the Representatives covering Representatives, dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On each of the First Closing Date, Date and each Option Closing Date the Representatives Representative shall have received an opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx XxXxxxx LLP, counsel to the Underwriters, in form satisfactory to the Representatives Representative covering such matters as are customarily covered in such opinions.

Opinion of Counsel for the Underwriters. On the At Closing DateTime, the Representatives Representative shall have received an opinion and negative assurance letterthe favorable opinion, dated the as of Closing DateTime, of from Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel to for the Underwriters, together with signed and reproduced copies of such letters for each of the other Underwriters, which opinion shall be in form and substance satisfactory to the Representatives covering such matters as are customarily covered in such opinionsRepresentative.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives Representative shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx Cxxxxxxxx & Xxxxxxxx Bxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxx, Xxxxxxx & Xxxxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Xxxxxxx & Xxxxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Underwriters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Mayer, Brown, Rxxx & Maw LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Representatives.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Securities, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letter, dated the Closing Date, of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel to for the Underwriters, dated as of such Closing Date, in form and substance reasonably satisfactory to the Representatives covering Representatives; and the Company shall have furnished to such matters counsel such documents as are customarily covered in they request for the purpose of enabling them to pass upon such opinionsmatters.

Opinion of Counsel for the Underwriters. On the Closing Date, Date the Representatives Representative shall have received an the favorable opinion and negative assurance letterletter of Xxxxxx Xxxxxx & Xxxxxxx LLP counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, in form and substance reasonably satisfactory to, and addressed to, the Representative, and the Company and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the Representatives covering purpose of enabling them to pass upon such matters as are customarily covered in such opinionsmatters.

Opinion of Counsel for the Underwriters. On The Representative shall have received on the First Closing DateDate and each Option Closing Date an opinion of Dechert LLP, in form and substance satisfactory to the Representatives Representative, dated the applicable Closing Date and addressed to the Underwriters (and the Representative shall have received an additional one (1) conformed copy of such counsel’s legal opinion and negative assurance letter, dated for each of the Closing Date, several Underwriters). The Company shall have furnished to such counsel such documents as they may have requested for the purpose of Xxxxx Xxxx & Xxxxxxxx LLP, counsel enabling them to the Underwriters, in form satisfactory to the Representatives covering pass upon such matters as are customarily covered in such opinionsmatters.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, of Xxxxx Xxxx Xxxxxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the favorable opinion and negative assurance letterof Sxxxxx Xxxxxx LLP, counsel for the Underwriters, dated the as of such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel with respect to the Underwriters, in form satisfactory to the Representatives covering such matters as are customarily covered in such opinionsmay be reasonably requested by the Representatives.

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received an the opinion and negative assurance letter, dated the Closing Date, letter of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, in form satisfactory to the Representatives covering dated as of such matters as are customarily covered in such opinionsdate.