Closing Legal Opinion definition

Closing Legal Opinion shall have the meaning set forth in Section 1(b)(v)(C) below.
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Closing Legal Opinion means the legal opinions of:
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Closing Legal Opinion has the meaning set forth in Section 4(u).
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Examples of Closing Legal Opinion in a sentence

  • The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

  • A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants ("Second Closing Legal Opinion").

  • The Second Closing Legal Opinion must state that the Registration Statement has been declared effective by the Commission and remains effective as of the Second Closing Date.

  • On or prior to the Second Closing Date the Company will deliver to the Escrow Agent the Second Closing Notes, Warrants, Second Closing Certificate, and Second Closing Legal Opinion (collectively, the "Second Closing Company Documents").

  • On or about the date hereof, the Company shall deliver to the Escrow Agent the executed Subscription Agreement, the Initial Closing Shares, Initial Closing Warrants, and Initial Closing Legal Opinion (collectively, the "Initial Closing Company Documents").

  • A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to the Subscriber at the Second Closing in relation to the Company and Second Closing Notes ("Second Closing Legal Opinion").

  • A form of the Closing Legal Opinion is annexed hereto as Exhibit D.

  • A form of the Closing Legal Opinion is annexed hereto as Exhibit B.

  • On or prior to the Second Closing Date the Company will deliver to the Escrow Agent the Second Closing Notes, Second Closing Warrants, Second Closing Certificate, and Second Closing Legal Opinion (collectively, the "Second Closing Company Documents").

  • A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to the Subscriber at the Second Closing in relation to the Company and Second Closing Shares and Second Closing Warrants ("Second Closing Legal Opinion").

Related to Closing Legal Opinion

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Legal Opinions has the meaning given to that term in subsection 6.1(k)(ii) hereto;

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E or in such other form agreed upon by the parties, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • Informed Financial Consent means the medical provider advises you of any out-of-pocket costs before your admission. This is called Informed Financial Consent.

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).