Company Counsel Opinions definition

Company Counsel Opinions. An opinion of Berlack, Israels & Xxxxxxxx LLP, as Counsel to the Company and the Guarantor, and/or any counsel licensed to practice in North Carolina and in Georgia that may be engaged by the Company, in substantially the form of Exhibit B-1 hereto in form and substance satisfactory to the Bank and its counsel, and as to such other matters as the Bank may reasonably request.
Sample 1

Examples of Company Counsel Opinions in a sentence

  • The Company shall have delivered to the Investor (i) a certificate representing the Shares, duly registered in the name of the Investor and (ii) the Company Counsel Opinions.

  • The Company shall have delivered to the Investor (i) a certificate representing the Shares, duly registered in the name of the Investor, which Shares shall have been duly and validly authorized and issued and, assuming delivery of the Purchase Price, fully paid and non-assessable, and (ii) the Company Counsel Opinions, which opinions shall include opinions acceptable to Investor with respect to the Operating Partnership and the Joinder Agreement as well as to the Company as herein provided.

  • The refund of Purchase Price shall be made in favour of person/entity through which the money was received by the Company.

  • The Agents shall have received the Company Counsel Opinions and Agent Counsel Opinion required to be delivered pursuant Section 3(p) on or before the date on which such delivery of such opinions are required pursuant to Section 3(p).

  • Very truly yours, Signature: Print Name: EXHIBIT C Forms of Company Counsel Opinions EXHIBIT D Form of CFO Certificate See attached.

  • Exhibit A Form of Company Counsel Opinions Exhibit B Form of Officer’s Certificate Exhibit C Form of Resolutions of Board of Directors of the Company Exhibit D Form of Secretary’s Certificate Exhibit E Form of Letter to Transfer Agent EXHIBIT A FORM OF COMPANY COUNSEL OPINIONS Form of Nevada Opinion Capitalized terms used herein but not defined herein, have the meaning set forth in the Purchase Agreement.

  • Exhibit 7(n) MATTERS TO BE COVERED BY INITIAL OPINION OF MXXXXX XXXXX & BXXXXXX LLP Exhibit 7(n)(2) Matters to be covered by subsequent Company Counsel Opinions Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected , of SANGAMO BIOSCIENCES, INC.

Related to Company Counsel Opinions

  • Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Legal Opinions has the meaning given to that term in subsection 6.1(k)(ii) hereto;

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.