Supplemental Opinion Sample Clauses
A Supplemental Opinion clause requires a party, typically a legal counsel, to provide an additional legal opinion beyond the initial one, often in response to new developments or specific requests. This may occur if there are amendments to the agreement, changes in law, or upon the occurrence of certain events that could affect the parties' obligations or rights. The core function of this clause is to ensure that all parties remain informed and protected by up-to-date legal analysis, thereby reducing uncertainty and legal risk as circumstances evolve.
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Supplemental Opinion. One or more supplemental opinions of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter to the following effect:
(i) this Purchase Agreement and the Continuing Disclosure Agreement have been duly authorized, executed, and delivered by the Authority and constitute legal, valid, and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought;
(ii) this Purchase Agreement has been duly authorized, executed, and delivered by the District, and constitutes a legal, valid, and binding obligation of the District, enforceable against the District, in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditor’s rights, or by the application of equitable principles if equitable remedies are sought;
(iii) the Bonds conform as to form and tenor to the descriptions thereof contained under the caption “THE BONDS” in the Official Statement, and the statements contained in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “LEGAL MATTERS – Tax Matters,” “APPENDIX B – SUMMARY OF PRINCIPAL DOCUMENTS,” and “APPENDIX E – FORM OF BOND COUNSEL OPINION,” insofar as such statements purport to summarize certain provisions of the JPA Act, the Bond Law, the Act, the Bonds, the Authority Documents, the Authority Resolution, the Authority Proceedings, the Local Obligations, the CFD Documents, the CFD Authorizing Resolution, the CFD Proceedings, or applicable provisions of the United States Internal Revenue Code of 1986, as amended are accurate in all material respects; and
(iv) none of the Bonds and the Local Obligations are subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended;
Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in substantially the form and to the following effect:
(a) The statements and information contained in the Official Statement on the cover page relating to tax exemption, the description of the Bonds, and security for the Bonds, and under the captions “INTRODUCTION – General,” “ - The Bonds,” and “- Security for the Bonds,” “THE BONDS” (except for the information under the caption “Book-Entry Only System”), “SECURITY FOR THE BONDS” and “TAX MATTERS,” and in APPENDICES A and D, are true and accurate in all material respects; and
(b) The Bonds are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended and the Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;
(c) The Purchase Contract has been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding agreement of the Authority enforceable against the Authority in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, and except no opinion need be expressed as to the enforceability of the indemnification, waiver, choice of law or contributions provisions contained therein.
Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, to the effect that:
(i) the description of the Bonds and the security for the Bonds and statements in the Official Statements on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”, “SECURITY FOR THE BONDS”, “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein;
(ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and
(iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;
Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, substantially to the following effect:
(a) the statements and information contained in the Official Statement on the cover page and under the captions “INTRODUCTION,” “THE BONDS” (except for the information under the captions “Book Entry System”), “SECURITY FOR THE BONDS” and “TAX MATTERS,” and in APPENDICES A and E, excluding any material that may be treated as included under such captions and appendices by cross-reference, are accurate insofar as such statements expressly summarize certain provisions of the Bonds, the Indenture and the form and content of the opinion of Bond Counsel;
(b) the Bonds are exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”), and the Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and
(c) the Purchase Contract has been duly authorized, executed and delivered by the Agency and constitutes a valid and binding agreement of the Agency (subject to customary exceptions).
Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect:
(A) The Purchase Agreement has been duly authorized, executed and delivered by the Issuer and is a valid and binding agreement of the Issuer enforceable in accordance with its terms, except that the rights and obligations under the Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; and
(B) The statements contained in the Official Statement on the cover page and under the captions “INTRODUCTION,” “THE BONDS,” and “TAX MATTERS” and in Appendix A thereto, insofar as such statements purport to summarize certain provisions of the Bonds, the Bond Ordinance, State law and Bond Counsel’s opinions concerning certain federal and State tax matters relating to the Bonds, are accurate in all material respects as of the date of the Official Statement and as of the date of Closing;
Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect:
(A) The Purchase Contract has been duly authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery by the other parties thereto is a valid and binding agreement of the Agency enforceable in accordance with its terms, except that the rights and obligations under the Purchase Contract are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; and
(B) The statements contained in the Official Statement on the cover page and under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “CONSTITUTIONAL PROVISIONS,” and “TAX MATTERS” and in Appendix [D] and Appendix [E] thereto, insofar as such statements purport to summarize certain provisions of the Series 2018A Bonds, the Indenture, the Installment Purchase Agreement, State law and Bond Counsel’s opinions concerning certain federal tax matters relating to the Series 2018A Bonds, present a fair and accurate summary of such provisions.
Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriters, in form and substance acceptable to the Underwriters, and dated the date of the Closing substantially to the following effect:
(A) The Purchase Agreement has been duly authorized, executed and delivered by the Agency and is a valid and binding agreement of the Agency;
(B) The statements contained in the Official Statement pertaining to the Bonds under the captions [“INTRODUCTION,” “THE SERIES 2015 BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2015 BONDS,” “TAX MATTERS,” “CERTAIN LEGAL MATTERS,” APPENDIX D—“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” and APPENDIX F—“FORM OF CONTINUING DISCLOSURE CERTIFICATE,”] excluding any material that may be treated as included under such captions and appendices by cross-reference, insofar as such statements expressly summarize certain provisions of the Bonds, the Indenture, the Continuing Disclosure Certificate and such counsel's final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects;
(C) The Bonds are not subject to registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended; and
(D) The Refunded Bonds are no longer outstanding and have been legally defeased in accordance with the provisions of their respective issuing documents.
Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect:
(i) This Purchase Agreement has been duly authorized, executed and delivered by the Authority and constitute the valid, legal and binding agreements of the Authority, enforceable in accordance with their respective terms.
(ii) The statements contained in the Official Statement under the captions “THE BONDS; THE LOCAL OBLIGATIONS,” “SECURITY FOR THE 2023 SERIES A BONDS,” “SECURITY FOR THE LOCAL OBLIGATIONS,” “LEGAL MATTERS – Tax Matters” and “MISCELLANEOUS - Continuing Disclosure,” and in Appendices A and D insofar as such statements expressly summarize certain provisions of the Bonds, the Indenture, the Escrow Agreement, and the opinion of such firm concerning the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds, are accurate in all material respects.
(iii) The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to Underwriter’s Counsel, to the following effect:
(i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum but that Bond Counsel has reviewed the statements and information appearing in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE
Supplemental Opinion. A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Purchaser, to the effect that:
(1) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended;
(2) this Purchase Contract and the Refunding Instructions, assuming due authorization, execution and delivery by the other signatories thereto, have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding agreements of the City, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles (regardless of whether such enforceability is considered in equity or at law), to the exercise of judicial discretion in appropriate cases, and except that no opinion is expressed with respect to any indemnification or contribution provisions contained in this Purchase Contract; and
(3) no authorization, approval, consent or other order of the State or any local agency of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the City of this Purchase Contract or the consummation by the City of the other transactions contemplated by such agreement (provided no opinion need be expressed as to any action required under the state securities or blue sky laws in connection with the purchase of the Bonds by the Purchaser).