Closing Opinion definition

Closing Opinion has the meaning set forth in Section 3.9.

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Closing Opinion means the opinion of the Borrower’s Counsel dated as of the Closing Date addressed to the Agent, the Lenders and their legal counsel, in form and substance satisfactory to the Agent, acting reasonably.

Closing Opinion means with respect to any Party hereto, an opinion of counsel to such Party in the jurisdiction of its incorporation or formation as to the incorporation or formation, existence and capacity of such Party, its authorization, execution and delivery of this Agreement and any other Transaction Document to which it is a party, the enforceability of such Transaction Documents against such Party, and as to such other matters as the to recipient(s) of such opinion may reasonably request and which are customarily addressed in opinions delivered on completion of transactions of the nature contemplated herein;

Examples of Closing Opinion in a sentence

Sellers shall have received such other customary closing documents as Sellers or their counsel may reasonably request (other than legal opinions in addition to the Closing Opinion).
As of the date immediately prior to the Merger Signing Date, Baxter knows of no reason (x) why it would not be able to deliver the Baxter Closing Representation Letters, or (y) why it would not be able to obtain the Baxter Closing Opinion.
Baxter shall (i) use its reasonable best efforts to cause KPMG LLP to deliver the Baxter Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(ii)(B) is satisfied and (ii) certify in writing to Parent and Baxalta immediately upon receipt of such opinion that such opinion has been furnished.
As of the date immediately prior to the Merger Signing Date, Parent knows of no reason (i) why it would not be able to deliver the Parent Closing Representation Letters or (ii) why it would not be able to obtain the Parent Closing Opinion.
Neither Baxalta nor Parent shall (in writing or otherwise) publicly refer to or describe non-public information regarding the Baxter Signing Opinion or the Baxter Closing Opinion without the prior written consent of KPMG LLP or Baxter, except that the parties may disclose this Letter Agreement and describe its terms in any Form 8-K, registration statement, proxy statement or circular relating to the Merger Agreement or the Merger.
Biogen and the Company acknowledge that the Signing Representation Letters and the Company Signing Opinion contain, and that the Closing Representation Letters and Company Closing Opinion may contain, certain Confidential Information (as defined in the Separation Agreement) of Biogen.
As of the date immediately prior to the Merger Signing Date, the Company knows of no reason why (i) it would not be able to deliver the Company Closing Representation Letter or (ii) it would not be able to obtain the Company Closing Opinion.
Biogen consents to the sharing of that information with Parent and its legal advisors solely for the purpose of evaluating the Company Signing Opinion and the Company Closing Opinion, and in so doing acknowledges and consents to sharing of that information by former employees who are subject to a confidentiality agreement with Biogen.
Parent agrees that it shall hold, and shall cause its legal advisors to hold, the Biogen Confidential Information confidential and, without Biogen’s prior written consent, shall not disclose such information or use such information other than for the limited purpose of evaluating the Company Signing Opinion and the Company Closing Opinion.
The Purchaser and the Seller shall have received from Fangda Partners an opinion substantially in the form attached as Exhibit D (the “PRC Closing Opinion”); provided that the PRC Closing Opinion may differ from the form attached as Exhibit D solely to the extent that such differences (x) result from changes in Law between the date of this Agreement and the Closing or (y) have been approved in writing by both the Purchaser and the Alibaba Independent Committee on behalf of the Seller.

More Definitions of Closing Opinion

Closing Opinion means the opinion of Borrower's legal counsel addressed to the Administrative Agent substantially in form satisfactory to the Administrative Agent;

Closing Opinion means the opinion of the Borrower's Counsel dated as of the Closing Date, addressed to the Agent and its legal counsel as agreed to by the Agent and its legal counsel, each acting reasonably.

Closing Opinion means the opinion of the Borrower’s Counsel addressed to the Lenders and its legal counsel substantially in the form of Schedule D with the blanks completed.

Closing Opinion means the opinion of in-house counsel to Ballard to be rendered to, and be to the reasonable satisfaction of, Daimler and Ford and dated and delivered on the Closing Date opining as to the due incorporation and existence of Ballard, the due authorization, execution and delivery of this Agreement and the Transaction Documents to which it is a party and that completion by ▇▇▇▇▇▇▇ of the transactions contemplated hereby or thereby does not constitute or result in the breach of, conflict with or violate ▇▇▇▇▇▇▇'▇ constating documents or any law, judgment, decree, order, injunction, rule, statute or regulation of any court, arbitrator or Governmental Authority by which it is bound or is subject;

Closing Opinion means the opinion of the Corporation's counsel with respect to the Debenture and the Special Right Certificate.