ATTORNEY OPINION. On or before the Closing, Seller has provided Purchaser with an opinion of legal counsel acceptable to Purchaser in the general form attached hereto as Exhibit 7 which, among other matters, confirms (a) that Seller owns all Purchased Assets free and clear of all leases, mortgages, pledges, liens, charges, security interests, encumbrances or restrictions whatsoever; (b) that Seller has the necessary power and authority to enter into this Agreement and to carry out and perform the terms and provisions of this Agreement; and (c) that this Agreement constitutes the valid and binding agreement of the Seller and is enforceable against Seller in accordance with its terms.
ATTORNEY OPINION. Themis has furnished to Buyer an opinion of its counsel, in form and substance reasonably acceptable to Buyer, that (i) Themis has obtained all approvals necessary for sale of the Themis VI Shares to Buyer, and (ii) based on the structure of the Transactions, Shareholders and Buyer will make effective and binding Code Section 338(h)(10) elections.
ATTORNEY OPINION. Buyer shall have delivered an opinion of counsel as to the validity of the shares, the Note, Security Agreement, and this Agreement including the earn-out.
ATTORNEY OPINION. The Administrative Agent shall have received a favorable written opinion of counsel to the Borrower (addressed to the Administrative Agent and the Lenders and dated as of the Second Amendment and Waiver Effective Date (defined below)), in the form agreed to by the parties hereto, and covering such matters relating to the Borrower, this Second Amendment, the enforceability of the Credit Agreement as amended by this Second Amendment and the Loan Documents, the 2001 Subordinated Notes Indenture, the 2005 Subordinated Notes Indenture and the other transactions contemplated hereby as the Administrative Agent and its counsel shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
ATTORNEY OPINION. At or prior to closing of the Loan, Lender must be furnished, at Borrower's expense, with a written opinion from an attorney selected by Lender and licensed to practice law in the State of Georgia, providing that this agreement and the Adjustable Rate Promissory Note, Security Deed, Mortgage, Deed of Trust, Security Agreement, Guaranty Agreements, and other documents evidencing or securing the Loan: (a) are duly and fully enforceable in accordance with their respective terms; (b) comply with all requirements and will not violate any law, rule, or regulation of the State of Georgia and that laws, rules, or regulations unique to the Georgia state law that will not impede or delay Lender from foreclosing on the collateralized property, obtaining either immediate title to or the proceeds from the sale of the property.
ATTORNEY OPINION. Buyer will have received from SciTech's and Sellers' attorney an opinion of counsel with respect to the Transactions in substantially the form attached as Exhibit VII-I.
ATTORNEY OPINION. Sellers will have received from Buyer's attorney an opinion of counsel with respect to the Transactions in substantially the form attached as Exhibit VIII-H.
ATTORNEY OPINION. 13 (k) Payment of Fees and Expenses...................................................................... 13 (l) Additional Information..........................................................................
ATTORNEY OPINION. The opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denexxx, X.L.P., counsel to Borrowers, addressed to Bank, that (a) the status of each Borrower is as set forth in the preamble and that they are duly organized, validly existing and in good standing under the laws of the State of their creation and qualified and in good standing in the State of Louisiana; (b) Borrowers have full power to execute, deliver and perform its obligations under this First Restated Agreement, the Note and the Loan Documents to which it is a party; (c) such actions have been duly authorized by all necessary required action, and are not in conflict with any provision of law or of the charter, by-laws or operating agreement of each Borrower, as may be the case, nor to the best of counsel's knowledge, in conflict with any agreement binding upon Borrowers; and (e) this First Restated Agreement, the Notes, and the Loan Documents are the legal and binding obligations of Borrowers enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, reorganization, moratorium or similar laws.
ATTORNEY OPINION. 20 (k) Payment of Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 (l)
