OPINION OF REPRESENTATIVE'S COUNSEL Sample Clauses

OPINION OF REPRESENTATIVE'S COUNSEL. On the First Closing Date and on each Option Closing Date (if any), the Representative shall have received from Representative’s Counsel, such negative assurances statement, dated the First Closing Date or Option Closing Date, as applicable, addressed to the Representative, with respect to such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Xxxxx & Xxxxxx, P.C., counsel for the Representative, an opinion dated the Closing Date, with respect to the issuance and sale of the Securities, and such other related matters as the Representative may reasonably require, and the Company shall have furnished such counsel with all documents which they may request for the purpose of enabling them to pass upon such matter.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Dorsxx & Xhitxxx XXX, counsel for the Representative, an opinion dated the Closing Date, with respect to the incorporation of the Company, the validity of the Shares, the Registration Statement, the Prospectus, and other related matters as the Representative may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representatives shall have received an opinion from Xxxxx Xxxxxx Xxxxxx & Siger, LLP, counsel for the Representatives, as to the organization of the Company, the validity of the Securities, the form of the Registration Statement and the Prospectus, and such other related matters as you may request, and such counsel shall have been furnished by the Company such papers and information as they request to enable them to pass upon such matters. It is understood that such counsel will express no opinion with respect to the financial statements and other financial, accounting, and statistical data included in the Registration Statement and the Prospectus. In rendering the foregoing opinion, such counsel shall be entitled to rely upon the opinion delivered to the Representatives pursuant to Paragraph 6(h) of this Agreement as to matters of Federal securities law, and may rely as to matters of fact upon such certificates and other documents and information as they may reasonably request for purposes of such opinion.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Xxxxxxxxx Traurig, LLP, counsel for the Representative, an opinion dated the Closing Date or the Option Closing Date, as the case may be, substantially to the effect that: (i) the Company is a validly organized and existing corporation under the laws of the State of New York; (ii) to the best of such counsel's knowledge, the Company has authorized and outstanding capital stock as set forth under the caption "Capitalization" in the Prospectus; to the best of such counsel's knowledge, the outstanding shares of the Company's Common Stock have been duly authorized and validly issued and are fully paid and nonassessable; all of the Securities conform to the description thereof contained in the Prospectus; the Securities to be sold by the Company pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and nonassessable when issued and paid for as contemplated by this Agreement; and to the best of such counsel's knowledge, no preemptive rights of stockholders exist with respect to any of the Securities or the issue and sale thereof; (iii) the Registration Statement has become effective under the Act and, to the best of the knowledge of such counsel, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Act; (iv) the Registration Statement, all Preliminary Prospectuses, the Prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Act and the applicable Rules and Regulations thereunder (except that such counsel need express no opinion as to the financial statements, schedules, and other financial or statistical information included or incorporated by reference therein); and (v) this Agreement has been duly authorized, executed and delivered by the Company. In rendering such opinion, Xxxxxxxxx Xxxxxxx, LLP may rely as to all matters governed other than by federal laws on the opinion of counsel referred to in Section 6(f). In addition to the matters set forth above, such opinion shall also include a statement to the effect that they have participated in the preparation of the Registration Statement and the Prospectus and nothing has come to the attention of such counsel which leads them to believe that the Registration Statement, the Prospectus or any amendment thereto contains any untrue statement of a material fact or omits to state a material fact required to be state...
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OPINION OF REPRESENTATIVE'S COUNSEL. At the Closing Date and the Option Closing Date, if any, Broad and Xxxxxx, counsel for the Representative, shall have furnished to the Company such opinion or opinions, dated as of the date of its delivery, with respect to such matters as the Company may reasonably request, and such counsel shall have received such documents as they may reasonably request to enable them to opine upon such matters.
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OPINION OF REPRESENTATIVE'S COUNSEL. At the Closing Date and the Option Closing Date, if any, Broad and Cassxx, xxunsel to the Underwriters, shall have furnished to you such opinion or opinions, dated as of the date of its delivery, with respect to such matters as you may reasonably request, and such counsel shall have received such documents as they may reasonably request to enable them to pass upon such matters.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Dorsey & Whitney LLP, counsel xxx xxe Rxxxxxxxtative, a satisfactory opinion dated the Closing Date and the Over-Allotment Closing Date, with respect to the incorporation of the Company, the validity of the Shares, the Registration Statement, the Prospectus, and other related matters as the Representative may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.
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Related to OPINION OF REPRESENTATIVE'S COUNSEL

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion of Parent's Counsel The Company shall have received the opinion of Pxxxxx Bxxxx, counsel to Parent, or another counsel reasonably satisfactory to the Company, substantially in the form attached hereto as Exhibit E;

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Agent’s Counsel Legal Opinion The Agent shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Agent, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as the Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they may request to enable them to pass upon such matters.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

  • Opinion of PRC Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date an opinion, addressed to the Underwriters, of Jingtian & Gongcheng Attorneys at Law, PRC counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

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