Ropes. Xxxx LLP shall have furnished to the Representatives its written opinion, as counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, and covering the matters substantially in the form attached hereto as Exhibit B-1, along with its negative assurance letter substantially in the form attached hereto as Exhibit B-2.
Ropes. Ropes and fastening devices, tarpaulins, corner plates and cargo nets whilst on any vehicle specified in the Goods in Transit Section up to the amount stated in the Statement of Cover Limits.
Ropes. Gray LLP shall have furnished to the Representatives its written opinion, as counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, and covering the matters substantially in the form attached hereto as Exhibit B-1, along with its negative assurance letter substantially in the form attached hereto as Exhibit B-2.
Ropes. Xxxx LLP shall have furnished to the Underwriter (i) its written opinion and negative assurance letter, as counsel to the Company, each addressed to the Underwriter and dated such Delivery Date, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2, respectively and (ii) its written opinion, as counsel to the Selling Stockholders listed on Schedule 2 hereto, addressed to the Underwriter and dated such Delivery Date, substantially in the form attached hereto as Exhibit B-3.
Ropes. Xxxx LLP, special counsel for the Issuer and PSNH, shall have furnished to the Representatives their written opinion and negative assurance letter dated the Closing Date in form and substance reasonably satisfactory to the Representatives, regarding corporate matters and the Registration Statement, Pricing Package and Final Prospectus.
Ropes. Xxxx LLP, special counsel for the Issuer and PSNH, shall have furnished to the Representatives their written opinion dated the Closing Date in form and substance reasonably satisfactory to the Representatives, (i) to the effect that a court sitting in bankruptcy would not order the substantive consolidation of the assets and liabilities of the Issuer with those of PSNH in connection with a bankruptcy, reorganization or other insolvency proceeding involving PSNH, (ii) that if PSNH were to become a debtor in such insolvency proceeding, such court would hold that the RRB Property is not property of the estate of PSNH and (iii) regarding bankruptcy and corporate governance matters.
Ropes. Xxxx LLP, special counsel for the Issuer and PSNH, shall have furnished to the Representatives their written opinion dated the Closing Date in form and substance reasonably satisfactory to the Representatives, regarding certain federal tax matters.
Ropes. Xxxx LLP, counsel for the Underwriter, shall have furnished to you their written opinion, addressed to you and dated such Time of Delivery, in form and substance satisfactory to you and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
Ropes. Xxxx shall have furnished to the Representatives their written opinion, as U.S. counsel to the Company and SMTC Canada, addressed to the Underwriters and dated such Delivery Date, in substantially the form attached hereto as Exhibit __.
Ropes. Xxxx LLP (“Ropes”) has acted as legal counsel to the Seller, the Group Companies, and certain of their respective Affiliates prior to the Closing, and intends to continue to act as legal counsel to the Seller and certain of its Affiliates following the Closing. As such, the Buyer and the Group Companies, on behalf of themselves and their respective Affiliates, hereby waive any conflicts that may arise in connection with Ropes representing the Seller and its Affiliates following the Closing. In the event that a dispute arises between or among the Buyer and any of its Affiliates (including, after the Closing, the Group Companies), on the one hand, and the Seller and any of its Affiliates, on the other hand, each of the Parties, on behalf of themselves and their respective Affiliates, hereby agrees (a) that Ropes may represent the Seller and its Affiliates in such dispute even though the interests of the Seller and its Affiliates may be directly adverse to those of the Buyer and its Affiliates (including, after the Closing, the Group Companies), and (b) that even though Ropes may have represented the Group Companies in a matter substantially related to such dispute, to waive any conflict of interest in connection with such representation by Ropes.
