Suth▇▇▇▇▇▇, ▇▇▇▇▇▇ Clause Samples

Suth▇▇▇▇▇▇, ▇▇▇▇▇▇. ▇ren▇▇▇, ▇▇unsel for the Company, shall have furnished to the Dealer Manager, an opinion on the Consummation Date, dated such date, subject to customary qualifications and exceptions, to the following effect: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; (ii) The Company has duly taken all necessary corporate action to authorize the making and consummation of the Tender Offer and the execution, delivery and performance by the Company of this Agreement; and this Agreement has been duly executed and delivered by the Company; (iii) Assuming the due authorization, execution and delivery of this Agreement by NMS, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to our affecting creditors' rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing on the part of NMS. (iv) The making and consummation of the Tender Offer and the execution, delivery and performance by the Company of this Agreement do not and will not conflict with, or result in a breach or violation of, or constitute a default under, any of the provisions of the Indenture or of the charter documents or by-laws of the Company or of any note, indenture, loan agreement, mortgage or other agreement, instrument or undertaking to which the Company is a party or by which it is bound or any of its subsidiaries is a party or by which any of them is bound or to which any of its or their properties or assets is subject, each of which has been identified by the Company as material on a schedule to such opinion and provided to such counsel for the Company, nor will such action result in a violation of any Delaware or federal law, rule or regulation or any order known to such