Cahill Gordon Clause Samples

Cahill Gordon. Reindel, counsel for the Company, shall have furn▇▇▇▇▇ ▇▇ ▇▇▇ the▇▇ ▇▇▇▇ten opinion, dated the Time of Delivery, in form and substance reasonably satisfactory to you;

Cahill Gordon. Reindel llp counsel for the Underwriters, shall ▇▇▇▇ ▇▇▇▇▇▇▇▇d t▇ ▇▇▇ ▇uch written opinion or opinions (a draft of each such opinion is attached as Annex II(a) hereto), dated such Time of Delivery, with respect to the matters covered in paragraphs (i), (iv), (v) and (vi) of subsection (c) below as well as such other related matters as you 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;

Cahill Gordon. Reindel, co▇▇▇▇▇ ▇▇ ▇▇▇ Agen▇▇, ▇▇all have furnished to such Agent (i) such written opinions and letters, dated the Commencement Date, with respect to the matters covered in paragraphs (ii), (iii) and (iv) of subsection (c) below, as well as such other related matters as such Agent may reasonably request, and (ii) if and to the extent requested by such Agent, with respect to each applicable date referred to in Section 4(g) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, written opinions and letters, dated such applicable date, to the effect that such Agent may rely on the opinion or opinions which were last furnished to such Agent (or any other Agent) pursuant to this Section 6(b) to the same extent as though it or they were addressed to such Agent (if applicable) and dated the date of such letter authorizing reliance (except that the statements in such last opinion or opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in any case, in lieu of such an opinion or opinions, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (i) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion, such counsel may state that they have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that any Securities then being delivered conform to the forms thereof examined by them, that the Trustee's certificates of authentication of any Securities then being delivered have been manually signed by one of the Trustee's authorized signatories and that the signatures on all documents examined by them are genuine (assumptions they have not independently verified); and that a judgment for money in an action based upon a Security denominated in a foreign currency may not be enforced in such currency. In addition, such counsel may state that they have examined such corporate records, certificates and other documents, and such questions of law, as they have considered necessary or appropriate for the purposes of such opinion. Furthermore, in any opinion to be delivered otherwise than at a Time of Delivery, such counsel may also state that they have assumed tha...

Cahill Gordon. Reindel, counsel ▇▇▇ ▇▇▇ ▇▇▇▇rwr▇▇▇▇▇, shall have furnished to you such opinion or opinions, dated such Delivery Date, with respect to the Registration Statement, the Prospectus, and other related matters as you 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;

Cahill Gordon. Reindel LLP, United States counsel for the C▇▇▇▇▇▇ ▇▇▇ ▇▇e S▇▇▇▇▇▇ Shareholder, shall have furnished to you their written opinion or opinions and letter, dated such Time of Delivery, in the form attached hereto in Annex II-1 and Annex II-2, respectively;

Cahill Gordon. Reindel, United States counsel for the Issuer and ▇▇▇ ▇▇▇▇▇▇▇, s▇▇▇▇ ▇▇ve furnished to the Representatives their written opinion or opinions, dated such Time of Delivery, in form and substance reasonably satisfactory the Representatives, in the form attached hereto in Annex II;

Cahill Gordon. Reindel shall have furnished their written opinion, ▇▇ ▇▇▇▇▇▇▇ ▇o t▇▇ ▇▇▇▇any, addressed to the Underwriters and dated the Delivery Date, substantially in the form of Exhibit A attached hereto. To the extent such counsel can form a reasonable judgment as to the following matters, such counsel shall also state that it has participated in conferences with officers and other representatives of the Company at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although it is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus, on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), nothing has come to its attention that leads it to believe either that the Registration Statement at the time the Registration Statement became effective contained an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date and as of the date hereof contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel shall not be requested to and shall not express any comment with respect to the financial statements and schedules and other financial and statistical data included or incorporated by reference in the Registration Statement or the Prospectus).