THE OPINION Sample Clauses

THE OPINION. Based upon the assumptions and other matters set out in paragraph 3 above and subject to the qualifications set out in paragraph 5 below and to any matters not disclosed to us, we are of the opinion that each Guarantor has the requisite corporate power to enter into and perform its obligations under the Guarantee and has taken all necessary corporate action to authorise its entry into and performance of the Guarantee. 5 QUALIFICATIONS The Opinion is subject to the following qualifications:
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THE OPINION. If requested, Houlihan Lokey shall render an opinion as to the fairness (the "Opinxxx'), xrxx x financial point of view, to the public stockholders of the Company and/or to the Company of the consideration to be received in connection with a Transaction. The Opinion shall not address the Company's underlying business decision to effect any Transaction. It is contemplated that the Opinion will include, in addition to any other matters that Houlihan Lokey in its sole discretion deems appropriate, a descriptixx xx xxe xxxxcipal materials that Houlihan Lokey has reviewed and upon which Houlihan Lokey is relying, xxx xxe xxxxcipal assumptions and qualifixxxxxxx uxxx xhich Houlihan Lokey has relied. The Opinion will be signed and delivered xx xxxxxmxxxxxd below. Houlihan Lokey shall be responsible only for conclusions or opinions xxx xxxtx xx its written Opinion, subject to the limitations set forth herein. Houlihan Lokey consents to a description of and the inclusion of the xxxx xx xxx xritten Opinion in any filing required to be made by the Company with the Securities and Exchange Commission in connection with a Transaction and in materials delivered to the Company's stockholders that are a part of such filings, provided that any such description or 'inclusion shall be subject to Houlihan Lokey's prior review and approval, which approval shall not xx xxxxasonably withheld. Any summary of, or reference to, the Opinion, any verbal presentation with respect thereto, or other references to Houlihan Lokey 'in connection with a Transaction, will in each instaxxx xx xuxxxxx to Houlihan Lokey's prior review and written approval (which shall not xx xxxxxsonably withheld). Other than as set forth above, the Opinion will not be *included in, summarized or referred to in any manner *in any materials distributed to the public or the securityholders of the Company, or filed with or submitted to any governmental agency, without Houlihan Lokey's express, prior written consent (which shall not be xxxxxxxxably
THE OPINION. Based on and subject to the foregoing, and subject to the qualifications, assumptions, and limitations provided in this Opinion:

Related to THE OPINION

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor, the Seller, the Trustee and any NIMS Insurer one or more Opinions of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, the opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, dated such Closing Date and addressed to you in substantially the form attached hereto as Exhibit B.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrowers addressed to the Lender in form satisfactory to the Lender.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Second Opinions The Contractor shall provide for a second opinion from a qualified Network Provider, or arrange for the Enrollee to obtain one from a Non-Network Provider, at no cost to the Enrollee.

  • Solvency Opinion The Administrative Agent shall have received a solvency opinion in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Administrative Agent to the effect that each of (a) Holdings, the Borrower and the Subsidiary Guarantors, on a consolidated basis, and (b) the Borrower and the Subsidiary Guarantors, on a consolidated basis, in each case after giving effect to the Recapitalization Transactions, are solvent;

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • Statements Required in Certificate or Opinion Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

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