Common use of Approval of Buyer's Counsel Clause in Contracts

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies and the Stockholders and the fulfillment of their respective covenants.

Appears in 3 contracts

Samples: Stock and Asset Purchase Agreement (Mac-Gray Corp), Stock and Asset Purchase Agreement (Mac-Gray Corp), Stock and Asset Purchase Agreement (Mac-Gray Corp)

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Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions and documents in form reasonably satisfactory to such counsel, as Buyer may reasonably require from the Companies Company and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Company and the Stockholders and the fulfillment of their respective covenants.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mac-Gray Corp), Stock Purchase Agreement (Mac-Gray Corp)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by XxxxxxxGoodxxx, Procter Xxocter & Xxxx LLP, Hoar XXX as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions opinions, and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Seller and the Stockholders Stockholder to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholder and the Stockholders Seller and the fulfillment of their respective covenants.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Xircom Inc), Asset Purchase Agreement (Brooktrout Technology Inc)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, LLP as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions opinions, and documents in form satisfactory to such counsel, counsel as Buyer may reasonably require from the Companies Company and the Stockholders Principal Stockholder to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Principal Stockholder and the Stockholders Company and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Merger Agreement (Primix)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by XxxxxxxGoodxxx, Procter Xxocter & Xxxx LLP, Hoar XXX as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions certificates and other documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Company and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholders and the Stockholders Company and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marketing Specialists Corp)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, LLP as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions opinions, and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Seller and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholders and the Stockholders Seller and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boron Lepore & Associates Inc)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, LLP as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions certificates and other documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Company and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholders and the Stockholders Company and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marketing Specialists Corp)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, LLP as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions opinions, and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Company and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholders and the Stockholders Company and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monroe Inc)

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Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by XxxxxxxGxxxxxx, Procter & Xxxx LLP, Hxxx LLP as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions opinions, and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Company, SPEQ and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholders, the Company and the Stockholders SPEQ and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Offer of Purchase and Sale (Stocker & Yale Inc)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, LLP as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions certificates and other documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Company and the Stockholders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholders and the Stockholders Company and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Stock Purchase Agreement (Merkert American Corp)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Xxxxxxx, Procter & Xxxx LLP, LLP as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions opinions, and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Sellers and the Stockholders Founders to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Sellers and the Stockholders Founders and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Asset Purchase Agreement (Natrol Inc)

Approval of Buyer's Counsel. All actions, proceedings, --------------------------- instruments and documents required to carry out this Agreement and the transactions contemplated hereby and all related legal matters contemplated by this Agreement shall have been reasonably approved by XxxxxxxGoodxxx, Procter Xxocter & Xxxx LLP, Hoar XXX as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions certificates and other documents in form satisfactory to such counsel, as Buyer may reasonably require from the Companies Company, the Stockholder and the Stockholders Primary Parties to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Companies Stockholder, the Primary Parties and the Stockholders Company and the fulfillment of their respective covenants.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marketing Specialists Corp)

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