Wolf, Block Clause Samples

Wolf, Block. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Issuer and the Guarantors, to furnish to the Initial Purchaser their opinion, dated the Closing Date and addressed to the Initial Purchaser, to the effect that: (i) each of the Issuer and the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Memorandum; (ii) the Company's authorized capital stock is as set forth in the Final Memorandum; (iii) the Indenture has been duly authorized by all necessary corporate and shareholder action on behalf of the Company and the Issuer and has been duly executed and delivered by the Company and the Issuer, and (assuming due authorization, execution and delivery by the Trustee) constitutes a legal, valid and binding instrument enforceable against the Issuer and the Company in accordance with its terms (subject to the Enforceability Limitations); the Securities have been duly and validly authorized by all necessary corporate and shareholder action on behalf of the Issuer and the Company and, when duly executed and authenticated in accordance with the provisions of the Indenture (assuming due authorization, execution and delivery by the Trustee) and delivered through the facilities of The Depository Trust Company and paid for by the Initial Purchaser under this Agreement, will constitute legal, valid, binding and enforceable obligations of the Issuer and the Company (subject to the Enforceability Limitations); the Registration Rights Agreement has been duly authorized by all necessary corporate and shareholder action on behalf of the Company and the Issuer and has been duly executed and delivered by the Company and the Issuer and (assuming the due authorization, execution and delivery by the Initial Purchaser) constitutes the legal, valid, binding and enforceable instrument of the Issuer and the Company (except (a) as to the Enforceability Limitations and (b) that any rights to indemnity and contribution may be limited by applicable law or public policy considerations with respect thereto); and the Securities, the Indenture and the Registration Rights Agreement conform in all material respects to the descriptions thereof in the Final Memorandum; (iv) based solely upon review of certificates executed by an officer or officers of the Issuer and th...

Wolf, Block. Scho▇▇ ▇▇▇ Soli▇-▇▇▇▇▇ ▇▇▇ll have furnished its opinion to the Representative, as representative of the Underwriters, their written opinion, as counsel to ABS, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the rating agencies (all of whom may be entitled to rely on such opinion as if an addressee) and the Representative to the effect that: (i) ABS is validly existing and in good standing as a Delaware corporation. (ii) ABS has full corporate power and authority to enter into and fulfill its obligations under the Underwriting Agreement and the Transaction Agreements and to transfer the Pledged Property to the Series Obligors as contemplated in the Contribution Agreement. (iii) The Underwriting Agreement and the Transaction Agreements have been duly authorized, executed and delivered by ABS. (iv) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over ABS is required for the consummation by ABS of the transactions contemplated by the Transaction Agreements, except such consents, approvals, authorizations, registrations and qualifications as have been obtained. (v) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance of the Notes, and the sale of the Offered Notes to the Underwriters, or the consummation by the Series Obligors of the other transactions contemplated by this Underwriting Agreement, the Transaction Agreements, except such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act or state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Notes by the Underwriters or as have been previously obtained. (vi) This Underwriting Agreement, and the Transaction Agreements have been duly executed and delivered by the Series Obligors. (vii) The execution, delivery and performance of this Underwriting Agreement, the Indenture and the Contribution Agreement by the Series Obligors and ABS, the consummation of the transactions contemplated hereby and thereby, and the issuance and