Opinion of Xxxxxxxx Sample Clauses

Opinion of Xxxxxxxx. Xxxxxxxx, Nevada counsel to Lessee;
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Opinion of Xxxxxxxx. Xxxxx LLP, counsel for CHS and Borrower relating to issues of “true sale” and “non-consolidation”
Opinion of Xxxxxxxx. Xxxxx LLP, counsel for the Borrower, Collection Agent, Originators (located in Delaware and Illinois), CHS and Parent as to existence and good standing, due authorization and execution, non-contravention, governmental approvals, enforceability and creation, perfection and priority of security interests
Opinion of Xxxxxxxx. Xxxxx Xxx Xxxxxxxxx & San Xxxx, Philippine Counsel to Eximbank
Opinion of Xxxxxxxx. Chance LLP, special UK counsel for the Loan Parties.
Opinion of Xxxxxxxx. Xxxxxxx & Xxxxxxx. Parent shall have delivered to the Company an opinion of Xxxxxxxx, Xxxxxxx & Xxxxxxx, A Professional Corporation, counsel to the Parent and Acquisition Corp., in substantially the form annexed as Exhibit F hereto.
Opinion of Xxxxxxxx. Xxxx & Brandeis, LLP, counsel to the Borrower, addressed to the Agent.
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Opinion of Xxxxxxxx. Xxxxx, ------------------- counsel to the Obligors, substantially in the form of Exhibit E-1, and ----------- (ii) opinion of Xxxxxx & Xxxxx, LLP, local counsel to the Obligors, substantially in the form of Exhibit E-2 (and each Obligor hereby ----------- instructs such counsel to deliver such opinion to the Lenders, the Arranger and the Administrative Agent).
Opinion of Xxxxxxxx. Xxxxx LLP, counsel for the Seller and the Company, regarding creation of security interests under New York law and perfection under Delaware law.

Related to Opinion of Xxxxxxxx

  • 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, 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.

  • Opinion of Counsel for U S. Underwriters. The favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • 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 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 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 Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • 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.

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

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