Opinion of Xxxxxx & Xxxxxxx LLP. The Representative shall have received an opinion, dated such Closing Date, of Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, to the effect set forth in Exhibit B-1 hereto.
Opinion of Xxxxxx & Xxxxxxx LLP. The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx & Whitney LLP, counsel for the Company, to the effect set forth in Exhibit C-2 hereto.
Opinion of Xxxxxx & Xxxxxxx LLP. Xxxxxx & Xxxxxxx LLP, United States counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated such Time of Delivery, with respect to such matters as the Representatives 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.
Opinion of Xxxxxx & Xxxxxxx LLP. Xxxxxx & Xxxxxxx LLP, United States counsel for the Company, shall have furnished to the Underwriters their written opinion, dated such Time of Delivery, in form and substance satisfactory to the Underwriters.
Opinion of Xxxxxx & Xxxxxxx LLP. The Representative shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration Statement, the Time of Sale Information and the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably 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.
Opinion of Xxxxxx & Xxxxxxx LLP. 1. Each of the Custody Agreement and the Power of Attorney have been duly authorized by all necessary organizational action of the Selling Stockholders, and each of the Custody Agreement and Power of Attorney have been duly executed and delivered by the Selling Stockholders.
Opinion of Xxxxxx & Xxxxxxx LLP. The Manager shall have received from Xxxxxx & Xxxxxxx LLP, on every date specified in Section 4(o), such opinion or opinions, dated as of such date and addressed to the Manager, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Manager may reasonably require, and the Company shall have furnished to such counsel such documents as reasonably requested by Xxxxxx & Xxxxxxx LLP for the purpose of enabling them to pass upon such matters.
Opinion of Xxxxxx & Xxxxxxx LLP. Xxxxxx & Xxxxxxx LLP, transaction counsel to the Company, shall have delivered an opinion to the effect set forth in Exhibit G.
Opinion of Xxxxxx & Xxxxxxx LLP. The Company shall have delivered to Parent an opinion of Xxxxxx & Whitney LLP, counsel to the Company, in substantially the form attached hereto as Exhibit D.
Opinion of Xxxxxx & Xxxxxxx LLP. In the case of Holdings’ obligation to consummate the Merger, Holdings shall have received an opinion from Xxxxxx & Xxxxxxx LLP, counsel to Holdings, to the effect that the Registration Statement accurately sets forth the material federal income tax consequences to the holders of the Holdings Common Units of the transactions contemplated hereby, which subject to the limitations stated therein shall include that no gain or loss should be recognized by the holders of Holdings Common Units or Management Units to the extent LP Units are received in exchange therefor as a result of the Merger (other than gain resulting from either (i) any decrease in partnership liabilities pursuant to Section 752 of the Code or (ii) any cash or other property distributions). In rendering such opinion, Xxxxxx & Xxxxxxx LLP may require and rely upon representations and covenants including those contained in certificates of officers of Holdings and others and opinions of Delaware counsel reasonably satisfactory in form and substance to Xxxxxx & Xxxxxxx LLP.
