Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the offering of securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to one or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agent(s) and to counsel to the Agents the written opinions of Xxxxxxx X. XxXxxxx, Esq., Senior Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and the Guarantor, each dated the date of filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the Agent(s), of the same tenor as the opinions referred to in Sections 7(c) and (d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Appears in 1 contract

Samples: Distribution Agreement (Pp&l Capital Funding Inc)

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Subsequent Delivery of Legal Opinions. Each time that (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be has been amended or supplemented (other than (A) by an amendment or supplement providing solely for the determination of the variable interest rates, maturity dates or other terms of the Notes or relating solely similar changes or an amendment or supplement which relates exclusively to the an offering of securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to one or more Agents as principal), the Company Corporation shall furnish or cause to be furnished forthwith to the Agent(s) Agents and to counsel to the Agents the written opinions of Xxxxxxx X. XxXxxxxXxxxx Mulliss & Wicker, Esq.PLLC, Senior Counsel counsel to the Guarantor Corporation, and the General Counsel of the Corporation (or such other counsel as may be attorney, reasonably acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor, each Corporation) dated the date of filing with the Commission SEC of such supplement or document or the date of effectiveness of such amendment or supplement, as applicable, or the date of such saleamendment, as the case may be, in form and substance satisfactory to the Agent(s)Agents, of the same tenor as the opinions referred to in Sections 7(c) and (dSection 4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall furnish the Agent(s) Agents with a letter substantially to the effect that the Agent(s) Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Appears in 1 contract

Samples: Distribution Agreement (Bank of America Corp /De/)

Subsequent Delivery of Legal Opinions. Each time that (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be has been amended or supplemented (other than (A) by an amendment or supplement providing solely for the determination of the variable interest rates, maturity dates or other terms of the Notes or relating solely similar changes or an amendment or supplement which relates exclusively to the an offering of securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to one or more Agents as principal), the Company Corporation shall furnish or cause to be furnished forthwith to the Agent(s) Agents and to counsel to the Agents the written opinions of Xxxxx Xxxxxxx & Xxxxxx, PLLC, counsel to the Corporation, and Xxxx X. XxXxxxxXxxxxxx, Esq., Senior General Counsel to the Guarantor Corporation (or such other counsel as may be attorney, reasonably acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor, each Corporation) dated the date of filing with the Commission SEC of such supplement or document or the date of effectiveness of such amendment or supplement, as applicable, or the date of such saleamendment, as the case may be, in form and substance satisfactory to the Agent(s)Agents, of the same tenor as the opinions referred to in Sections 7(c) and (dSection 4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall furnish the Agent(s) Agents with a letter substantially to the effect that the Agent(s) Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Appears in 1 contract

Samples: Bank of America Corp /De/

Subsequent Delivery of Legal Opinions. Each time that (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be has been amended or supplemented (other than (A) by an amendment or supplement providing solely for the determination of the variable interest rates, maturity dates or other terms of the Notes or relating solely similar changes or an amendment or supplement which relates exclusively to the an offering of securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to one or more Agents as principal), the Company Corporation shall furnish or cause to be furnished forthwith to the Agent(s) Agents and to counsel to the Agents the written opinions of Xxxxxxx X. XxXxxxxHelms Mulliss & Wicker, Esq.PLLC, Senior Counsel counsel to the Guarantor Corporation, and Paul J. Xxxxxxx, Xxxxral Xxxxxel to the Corporation (or such other counsel as may be attxxxxx, xxxxxxxxly acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor, each Corporation) dated the date of filing with the Commission SEC of such supplement or document or the date of effectiveness of such amendment or supplement, as applicable, or the date of such saleamendment, as the case may be, in form and substance satisfactory to the Agent(s)Agents, of the same tenor as the opinions referred to in Sections 7(c) and (dSection 4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall furnish the Agent(s) Agents with a letter substantially to the effect that the Agent(s) Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Appears in 1 contract

Samples: Distribution Agreement (Bank of America Corp /De/)

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the offering of securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to one or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agent(s) and to counsel to the Agents the written opinions of Xxxxxxx X. XxXxxxx, Esq., Senior Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and the Guarantor, each dated the date of filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the Agent(s), of the same tenor as the opinions referred to in Sections 7(c) and (d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Appears in 1 contract

Samples: Distribution Agreement (Pp&l Capital Funding Trust I)

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Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than (A) by an amendment or supplement providing solely for a change in the determination of the variable terms interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or other than an amendment, supplement or document relating solely to the offering of securities other than the Notes or (Ba post-effective amendment solely containing exhibits to the Registration Statement) unless an Agent shall otherwise reasonably requestor, by filing of any Current Report on Form 8-K) or (ii) (if required by so indicated in the applicable Terms Agreement relating to such Notes) Agreement, the Company sells Notes to one or more Agents as principalan Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agent(s) and to counsel promptly to the Agents a written opinion of Xxxxx X. Xxxxxxx, Associate General Counsel, Treasury Operations and Assistant Secretary of the written opinions of Xxxxxxx X. XxXxxxx, Esq., Senior Counsel Company or other counsel satisfactory to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLPAgents, special counsel to the Company and the Guarantor, each dated the date of filing with the Commission or the date of effectiveness delivery of such amendment or supplement, as applicable, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agent(s)Agents, of the same tenor as the opinions opinion referred to in Sections 7(cSection 5(a) and (d) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; opinion or the new Registration Statement, as the case may be, or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall furnish the Agent(s) Agents with a letter substantially to the effect that the Agent(s) Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliancereliance or the new Registration Statement, as the case may be).; and

Appears in 1 contract

Samples: General Electric Capital Corp

Subsequent Delivery of Legal Opinions. Each time ------------------------------------- that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the offering of securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to one or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agent(s) and to counsel to the Agents the written opinions of Xxxxxxx X. XxXxxxx, Esq., Senior Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and the Guarantor, each dated the date of filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the Agent(s), of the same tenor as the opinions referred to in Sections Section 7(c) and (d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Appears in 1 contract

Samples: Distribution Agreement (Pp&l Capital Funding Inc)

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