Opinion of Xxxxxx & Xxxxxx L.L.P Sample Clauses

Opinion of Xxxxxx & Xxxxxx L.L.P. (a) Each of the Partnership, the General Partner, Calumet Finance, the Operating Company, the OLP GP, Calumet Penreco, Calumet Superior, Reseller, Calumet Missouri, Calumet Montana, the Calumet RP Entities, Royal Purple, Calumet San Antonio, Calumet Packaging and Calumet North Dakota (each, a “Delaware Entity”) has been duly incorporated or formed and is validly existing in good standing as a corporation, limited liability company or limited partnership under the Delaware General Corporation Law (the “DGCL”), the Delaware LLC Act or the Delaware LP Act, with all necessary corporate, limited liability company or limited partnership power and authority, as applicable, to own or lease its properties and to conduct its business and, in the case of the General Partner and the OLP GP, to serve as the general partner of the Partnership and Calumet, respectively, in each case in all material respects as described in the Time of Sale Information and the Offering Memorandum. Each of the Delaware Entities is duly registered or qualified as a foreign corporation, limited liability company or limited partnership for the transaction of business under the laws of the jurisdiction set forth under its name on Annex D to this Agreement.
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Opinion of Xxxxxx & Xxxxxx L.L.P. (a) The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act with all necessary limited partnership power and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Time of Sale Information and the Offering Memorandum. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of the jurisdictions set forth under its name on Annex D to this Agreement.
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Inergy’s obligation to consummate the transactions described in Article III, Inergy and the Inergy Special Committee shall have received an opinion from Xxxxxx & Xxxxxx LLP to the effect that:
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Holdings’ obligation to consummate the transactions described in Article III, Holdings shall have received an opinion from Xxxxxx & Xxxxxx LLP to the effect that the Registration Statement accurately sets forth the material federal income tax consequences to the holders of the Common Units of the ownership and disposition of LP Units or PIK Units, as applicable, received in exchange for such Common Units. In rendering such opinion, Xxxxxx & Xxxxxx LLP may require and rely upon representations and covenants including those contained in certificates of officers of Holdings GP, as well as others, and opinions of Delaware counsel reasonably satisfactory in form and substance to Xxxxxx & Xxxxxx LLP.
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Partners’ obligation to consummate the Merger, Partners shall have received an opinion from Xxxxxx & Xxxxxx L.L.P., counsel to Partners, to the effect that:
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Xxxxxx’x obligation to consummate the Merger, Xxxxxx shall have received an opinion from Xxxxxx & Xxxxxx LLP, counsel to Xxxxxx, to the effect that:
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of OILT’s obligation to consummate the Merger, OILT shall have received an opinion from Xxxxxx & Xxxxxx L.L.P., counsel to OILT, to the effect that no gain or loss should be recognized for U.S. federal income tax purposes by the holders of OILT Public Common Units to the extent Partners Common Units are received in exchange for OILT Public Common Units as a result of the Merger (other than gain resulting from either (i) any decrease in partnership liabilities pursuant to Section 752 of the Code or (ii) a sale of the New Common Units pursuant to Section 3.3(e)). In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. may require and rely upon customary representations and covenants regarding certain factual matters including those contained in certificates of officers of OTLP GP and others and opinions of Delaware counsel reasonably satisfactory in form and substance to Xxxxxx & Xxxxxx L.L.P.
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Opinion of Xxxxxx & Xxxxxx L.L.P. In the case of Holdings’ obligation to consummate the Merger, Holdings shall have received an opinion from Xxxxxx & Xxxxxx LLP, counsel to Holdings, to the effect that:
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Related to Opinion of Xxxxxx & Xxxxxx L.L.P

  • Opinion of General Counsel The General Counsel for the Company, Xxxxxxx X. Xxxxxx, Xx., shall have shall have furnished to the Representatives a written opinion, dated the Closing Date or Additional Closing Date, as the case may be, addressed to the Underwriters, in the form in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • 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 the Sales Agent On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Sales Agent shall have received the favorable written opinion or opinions of Hunton Xxxxxxx Xxxxx LLP, counsel for the Sales Agent, dated such date, with respect to such matters as the Sales Agent may reasonably request.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

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