Form of Opinion of General Counsel of the Company. 1. All of the issued and outstanding limited liability company interests of each Subsidiary have been duly authorized and issued in accordance with the limited liability company agreement of such Subsidiary and are fully paid (to the extent required under such Subsidiary’s limited liability company agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and, to my knowledge, are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Company’s Amended and Restated Credit Agreement with Xxxxx Fargo Bank, National Association and (B) as described in the General Disclosure Package and the Final Prospectus.
Form of Opinion of General Counsel of the Company. 1. All of the issued and outstanding limited liability company or limited partnership interests, as the case may be, of each of the Company’s Subsidiaries have been duly authorized and issued in accordance with the limited liability company agreement or limited partnership agreement, as the case may be, of such Subsidiary and are fully paid (to the extent required under such Subsidiary’s limited liability company agreement) and non-assessable (except as such non-assessability may be affected by Sections 153.102, 153.103, 153.202 and 153.210 of the Texas Business Organizations Code (the “TBOC”), in the case of a Texas limited partnership, and Section 101.206 of the TBOC, in the case of a Texas limited liability company) and are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Xxxxx Fargo Credit Agreement and (B) as described in the General Disclosure Package and the Final Prospectus.
Form of Opinion of General Counsel of the Company. 1. All of the issued and outstanding limited liability company, limited partnership or corporate interests, as the case may be, of each of the Company’s Subsidiaries have been duly authorized and issued in accordance with the limited liability company agreement, limited partnership agreement or bylaws, as the case may be, of such Subsidiary and are fully paid (to the extent required under such Subsidiary’s limited liability company agreement) and non-assessable (except as such non-assessability may be affected by Sections 153.102, 153.103, 153.202 and 153.210 of the Texas Business Organizations Code (the “TBOC”), in the case of a Texas limited partnership, Section 101.206 of the TBOC, in the case of a Texas limited liability company, and Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act, in the case of a Delaware limited liability company) and are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Credit Agreement and (B) as described in the General Disclosure Package and the Final Prospectus.
Form of Opinion of General Counsel of the Company. (a) Each of the Company's Subsidiaries has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and has all necessary corporate power and authority to own, lease and operate its property and to conduct its business as described in the Offering Memorandum. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which would not (individually or when aggregated with other such instances) have a material adverse effect on the business, condition (financial or otherwise), results of operations, stockholders' equity, properties or prospects of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect").
Form of Opinion of General Counsel of the Company. (a) Each of the Company and its subsidiaries has been validly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its subsidiaries has full corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted as described in the Prospectus and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place in which the Company or such subsidiary owns or leases property or where the nature of its properties or the conduct of its business otherwise requires such registration or qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or the consummation of any of the transactions contemplated by this Agreement. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under the Exchange Offer and to consummate the Exchange Offer in accordance with its terms.
Form of Opinion of General Counsel of the Company. Opinion of Puerto Rico counsel for the Company to be delivered pursuant to Section 6(d) of the Underwriting Agreement.
Form of Opinion of General Counsel of the Company. (a) The Company is a corporation and in good standing under the laws of the State of Delaware, is duly qualified to do business and in good standing in Arkansas, Kentucky, Louisiana, Missouri, New Mexico, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, Utah, Virginia and West Virginia, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect.
Form of Opinion of General Counsel of the Company. 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.
Form of Opinion of General Counsel of the Company. (a) Each of the Company's Subsidiaries has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and has all necessary corporate power and authority to own, lease and operate its property and to conduct its business as described in the Offering Memorandum, including the information incorporated by reference into the Offering Memorandum from Item 1, Business, of the Company's Annual Report on Form 10-K for the year ended August 31, 2005, as filed with the Securities and Exchange Commission on November 4, 2005 (the "2005 Annual Report"). Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which would not (individually or when aggregated with other such instances) have a material adverse effect on the business, condition (financial or otherwise), results of operations, stockholders' equity, properties or prospects of the Company and its Subsidiaries taken as a whole (a "Material Adverse Effect").
Form of Opinion of General Counsel of the Company. (1) The Company and each of its significant subsidiaries are validly existing and in good standing (to the extent such concept is relevant in any particular jurisdiction) under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing (to the extent such concept is relevant in any particular jurisdiction) in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have the corporate or limited liability company, as applicable, power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
