Approval of Seller's Counsel Sample Clauses

Approval of Seller'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 as counsel for Seller, and such counsel shall have received on behalf of Seller and the Stockholders such other certificates, opinions and documents in form satisfactory to counsel for Seller as Seller may reasonably require from 37Careful thought should be given to what additional conditions should be added for particular situations, such as financial conditions regarding net income or net worth as reflected in subsequent financial reports of sellers. Buyer 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 Buyer and the fulfillment of its covenants.38
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Approval of Seller'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 Wilson, Sonsini, Goodxxxx & Xosaxx, xx counsel for Seller, and such counsel shall have received on behalf of Seller and the Stockholder such other certificates, opinions and documents in form satisfactory to counsel for Seller as Seller may reasonably require from Buyer to evidence
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Approval of Seller'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 a Corporate Counsel for Sellers, and such counsel shall have received on behalf of Sellers such other certificates, opinions and documents in form satisfactory to counsel for Sellers as Sellers may reasonably require from Buyer or Parent to evidence compliance with the terms and conditions hereof as of the Closing.
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Approval of Seller'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 Choaxx, Xxll & Stewxxx, xxunsel to Seller, and such counsel shall have received on behalf of Seller such other certificates, opinions and documents in form satisfactory to such counsel as Seller may reasonably require from Buyer, Nextera and Holdings 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 Buyer, Nextera and Holdings and the fulfillment of its covenants.
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Approval of Seller'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 Manta and Xxxxx as counsel for Seller, and such counsel shall have received on behalf of Seller and the Stockholders such other certificates, opinions and documents in form satisfactory to counsel for Seller as Seller may reasonably require from Buyer 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 Buyer and Parent and the fulfillment of their covenants.
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Approval of Seller'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 Weil, Gotshal & Mangxx XXX, special counsel to Seller and such counsel shall have received on behalf of Seller such other certificates, opinions and documents in form satisfactory to such counsel as Seller may reasonably require from Buyer and Nextera 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 Buyer and Nextera and the fulfillment of its covenants.
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Approval of Seller's Counsel. All instruments and documents required to carry out this Agreement and the transactions contemplated hereby shall be consistent with the forms attached as exhibits hereto or shall otherwise have been reasonably approved by Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle, as counsel for Seller.
Sample 1
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Approval of Seller's Counsel. All actions, proceedings, instruments and documents required to carry out this Agreement and all related legal matters contemplated by this Agreement shall have been approved by counsel for Sellers, provided that the approval of such counsel shall not be unreasonably withheld.
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Related to Approval of Seller's Counsel

  • Opinion of Seller's Counsel Seller shall have delivered to Purchaser an opinion of counsel for Seller, dated as of the Closing Date and in form satisfactory to Purchaser's counsel, to the effect that:

  • Seller’s Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller's expense, each of the following items:

  • Opinion of Buyer's Counsel Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, as applicable) and other information relating to the MRT Program within the possession or control of such party and (b) reasonable access to the personnel of such party related to the MRT Program, in each case in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by the Seller related thereto and (iii) Shire shall only be required to retain such e-mails for [**] from their respective delivery dates.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Opinion of Purchaser's Counsel The Purchaser shall deliver at Closing an opinion of counsel to the Purchaser addressed to the Sellers in substantially the form attached hereto as Exhibit 8.5.

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