Opinion of Counsel to Sample Clauses

Opinion of Counsel to the Borrowers and their Subsidiaries; Provincial Reporting Letters The Agent shall have received (A) opinions of (i) Morgan, Lewis & Bockius LLP, special New York counsel to the Paxxxx xxx xxx domxxxxx Credit Parties, (ii) Andrea Kantor, Esq., in-house counsel to Parent and its Subxxxxxxxxx (xxxer than Physics and its Subsidiaries), (iii) Kenneth Crawford, Esq., in-house counsel to Physics and its Subsixxxxxxx, (xx) Xorgan, Lewis & Bockius LLP (United Kingdom), counsel to GP (UK), xxx (x) Xxxdman Phillips & Vineberg, counsel to GP Canada. Each opinion shxxx xx adxxxxxxx to xxx Xxxxt and the Lenders, (shall permit Special Counsel to rely thereon), and shall be dated the first Borrowing Date, and shall be substantially in the forms of Exhibits F-1, F-2, F-3, F-4 and F-5 respectively and (B) provincial reporting letters on the registration of Collateral in Canada. It is understood that such opinions are being delivered to the Agent and the Lenders upon the direction of the Borrowers and their Subsidiaries and that the Agent and the Lenders may and will rely on such opinions.
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Opinion of Counsel to the Subsidiary Borrower. A favorable written opinion of counsel, satisfactory to the U.S. Administrative Agent, for such Subsidiary Borrower, substantially in the form of Exhibit B, and covering such other matters relating to such Subsidiary Borrower, this Agreement, the Subsidiary Borrower Designation Letter or the Transactions as the Required Lenders shall reasonably request (and such Subsidiary Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the U.S. Administrative Agent).
Opinion of Counsel to the Buyer and the Acquisition Subsidiary AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization (this "Agreement") is entered into as of December 30, 2004 by and among MAC Worldwide, Inc., a Delaware corporation (the "Buyer"), Trafficlogic Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the "Acquisition Subsidiary"), and Trafficlogic, Inc., a California corporation (the "Company"). The Buyer, the Acquisition Subsidiary and the Company are referred to collectively herein as the "Parties."
Opinion of Counsel to. 24/7 AND THE SUBSIDIARY. 24/7 and the Subsidiary shall have delivered to the Company an opinion of Proskauer Rose LLP, counsel to 24/7 and the Subsidiary, dated the Closing Date, covering, in substance, the legal matters described in Sections 3.1(a), 3.2(b), 3.3(a), 3.4(a)(i) and (ii) and (b).
Opinion of Counsel to the Borrower and the Guarantors. The Agent and each Lender shall have received the favorable opinions of Xxxxxx Xxxx LLP, Oregon counsel to certain Guarantors, Xxxxxx Xxxxxxx, Xxxxxx & Xxxxx, Tennessee counsel to the Borrower and the Guarantors (covering Delaware corporate and UCC matters), Faegre & Xxxxxx LLP, Colorado counsel to the Borrower and the Guarantors, Xxxxxxxx, Xxxxxxxx & Xxxxxx, Texas counsel to the Borrower and the Guarantors, Argue Xxxxxxx Xxxxxxxx & Xxxxx, LLP, California counsel to the Borrower and the Guarantors, Xxxxxx & Xxxxxxxxx, Indiana counsel to the Borrower and the Guarantors, Steptoe & Xxxxxxx, Arizona counsel to the Borrower and the Guarantors and Xxxxxx Xxxx, in-house regulatory counsel to the Borrower, each such opinion to be addressed to the Agent, for the benefit of the Lenders, the Issuing Lender and each Lender, and in form and substance satisfactory to the Agent and each Lender.
Opinion of Counsel to the Borrower and the Guarantors. The Agent and each Lender shall have received the favorable opinions of Tonkxx Xxxx XXX, counsel to certain Guarantors, Wallxx Xxxxxxx, Xxrtxx & Xavix, Xxnnessee counsel to the Borrower and the Guarantors, Faegre & Bensxx XXX, Colorado counsel to the Borrower and the Guarantors,
Opinion of Counsel to the Borrower and the Guarantor ---------------------------------------------------- The Agent shall have received opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx, counsel to the Borrower and the Guarantor, Xxxxx X. Xxx, General Counsel to the Borrower and the Guarantor, and Weil, Gotshal & Xxxxxx, special counsel to the Borrower and the Guarantor, addressed to the Agent and the Lenders and dated the first Borrowing Date, substantially in the form of Exhibit F, and covering such additional matters as the Required Lenders may reasonably request. It is understood that such opinions are being delivered to the Agent and the Lenders upon the direction of the Borrower and the Guarantor and that the Agent and the Lenders may and will rely upon such opinions.
Opinion of Counsel to. ^, Counsel to the Sellers, shall deliver to the Purchaser a written opinion, dated the Closing Date, in substantially the form attached hereto as Exhibit 35 and incorporated by reference herein.
Opinion of Counsel to the Buyer Exhibit 5.1.5(a) Insurance Release Agreement Exhibit 5.1.5(b) Insurance Novation Agreement Exhibit 9.83 Form of Substitute Promissory Note Exhibit 9.88 Form of Term Loan Assignment Agreement STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of December 18, 1997, by and between Occidental Petroleum Corporation, a Delaware corporation (the "Seller"), and KN Energy, Inc., a Kansas corporation (the "Buyer"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Article IX of this Agreement.

Related to Opinion of Counsel to

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Counsel to Trustee The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Counsel for Underwriter The Underwriter shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated such Closing Date, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.