THE LEGAL OPINION Sample Clauses

THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Wilson, Sonsini, Xxxxxxxx & Xxxxxx, independent counsel to the Company, in form and substance reasonably satisfactory to the Subscriber.
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THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Wilson, Sonsini, Xxxxxxxx & Xxxxxx, independent counsel to the Company, dated as of the Second Closing Date, in form and substance reasonably satisfactory to the Subscriber.
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THE LEGAL OPINION. The Company shall have delivered to each of the Purchasers the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, independent counsel to the Company, dated as of the Second Closing Date, with respect to the matters set forth in Exhibit D attached hereto, dated as of the Second Closing Date. (vi)
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THE LEGAL OPINION. The legal opinion is typically not obtained until after the lease is signed and is a condition to the lessor’s obligation to deliver the aircraft to the lessee. Nevertheless, the likely contents should be discovered beforehand pursuant to a draft opinion so as not to contain any unpleasant surprises. It typically covers many of the matters covered in both the jurisdictional questionnaire (as to which, see 2.4 supra) but is more specific, dealing with the lease in hand, rather than leases in general, and also the lessee’s representations and warranties in the lease itself (as to which, see 3.4 infra). The legal opinion should be addressed to the lessor and (if any) its financiers,119 given by counsel to lessee acceptable to the lessor, and can be expected to contain various assumptions and qualifications which should be checked against typical practice for reasonableness. The legal opinion should reference whether or not the Cape Town Convention is applicable. It is applicable where the lease constitutes an international interest under Article 2 thereof which may be registered if the airframe is registered as part of an aircraft in a contracting state, if the engine is registered as part of an aircraft in a contracting state or otherwise the engine is located in a contracting state120 or if the lessee is situated in a contracting state.121 For transactions to which the Cape Town Convention is applicable, the Legal Advisory Panel of the Aviation Working Group122 has made certain recommendations as to provisions dealing with the Cape Town Convention as well as assumption and qualifications. Interestingly, a footnote to its recommendation provides that: “Law firms may give an opinion on the Convention as a matter of international law even though they are not counsel in the jurisdiction of any particular Contracting State. A legal opinion should cover the law of the Contracting State where the aircraft is registered… and also, if not the same, where the debtor123 is situated…” Typical areas covered in a legal opinion on a lease given by xxxxxx’s counsel include those set out at Annex 6. 119 Lessees may object to extension of the opinion to lessors’ financiers with whom they have no direct relationship but xxxxxx may respond that there is no additional cost involved and no additional obligation on the part of the airline. 120 Article IV(1) of the Aircraft Protocol thereto.
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THE LEGAL OPINION. The Company shall have delivered to the ----------------- Subscriber the opinion of Xxxx Xxxx Xxxx & Freidenrich, independent counsel to the Company, dated as of the Second Closing Date and in the form of Exhibit C annexed hereto with the appropriate and necessary changes to --------- reflect the Second Closing, or in such other form and substance reasonably satisfactory to the Subscribers.
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THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Brobxxx, Xxlexxx & Xarrxxxx XXX, independent counsel to the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to the Subscriber.
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THE LEGAL OPINION. The Company shall have delivered to the Subscriber the opinion of Stadling, Xxxxx, Xxxxxxx & Xxxxx, independent counsel to the Company, dated as of the First Closing Date, in form and substance reasonably satisfactory to the Subscriber.
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THE LEGAL OPINION. 5.1.1.2. The Photon Dynamics’ Share Acquisition Agreement, as duly made and/or signed and/or entered into by the parties thereto, being of full force and effect, and the Company having fulfilled all of its undertakings pursuant to the terms and conditions thereof.
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THE LEGAL OPINION. The Company shall have delivered to the Purchaser the opinion of Xxxxxx Godward LLP, independent counsel to the Company, with respect to the matters set forth in Exhibit B attached hereto, dated as of the Closing Date.
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Related to THE LEGAL OPINION

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Compliance with Legal Opinions The Servicer shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Xxxxxx & Xxxxxxx LLP, as special counsel to the Servicer, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.

  • Subsequent Delivery of Legal Opinions During each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, counsel may furnish the Agents with letters to the effect that the Agents may rely on prior opinions to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such prior opinions shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letters authorizing reliance).

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for 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 4(p), with respect to such matters as Agent 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.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions:

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

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