Buyer's Opinion Sample Clauses

Buyer's Opinion. Seller shall have received from counsel of Buyer, an opinion of such counsel, dated the Closing Date, in substantially the form attached hereto as Schedule 7.2.7.
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Buyer's Opinion. Buyer shall have delivered to Seller one or more opinions of Buyer's counsel, dated as of the Closing Date, addressed to Seller and providing substantially as follows: (i) Buyer's existence, good standing and qualification are as stated in Section 5.1 hereof; (ii) Buyer has full limited partnership power and authority to consummate the transactions contemplated by this Agreement; (iii) This Agreement and the documents contemplated hereby and all other agreements and undertakings contained in this Agreement have been duly authorized, executed and delivered, and all such instruments are valid and enforceable against Buyer in accordance with their respective terms except for the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally and the enforceability of equitable remedies including injunctive relief and specific performance; (iv) Neither the execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby (x) will violate, conflict with, or constitute a default under Buyer's Limited Partnership Agreement, or, to the best knowledge of such counsel, any United States Federal law or regulation applicable to Buyer; or (y) requires the authorization, consent, order, permit or approval of, or filing with, any United States Federal governmental body under any statute or rule known to such counsel for consummation by Buyer of the transactions contemplated hereby other than the filings under the HSR Act and the Assignment Applications; and (v) There is no outstanding adverse decree, order or other ruling that has been issued by the FCC against Buyer, or, to the best of counsel's knowledge, no complaint, investigation, proceeding, petition, notice of violation, notice of apparent liability or mutually-exclusive application pending or threatened by or before the FCC against Buyer's qualifications to hold the FCC Authorizations.
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Buyer's Opinion. The Stockholders shall have received an opinion of Kirkxxxx & Xllix, xxunsel to Buyer, dated the Closing Date in the form of Schedule 10.3(b) -43- 44 attached hereto addressed to the Stockholders. In rendering such opinion, such counsel may rely upon certificates of public officers; upon opinions of counsel reasonably satisfactory to the Stockholders as to matters governed by the laws of jurisdictions other than Illinois, the Delaware General Corporation Law or the federal laws of the United States of America; and, as to matters of fact, upon certificates of officers of Buyer, copies of which opinions and certificates shall be contemporaneously delivered to the Stockholders.
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Buyer's Opinion. Buyer shall have delivered to Seller one or more -- --------------- opinions of Buyer's counsel, dated as of the Closing Date, addressed to Seller and providing with respect to Buyer (or with respect to its permitted assignees to the extent assigned as though they were a party hereto) substantially as follows: 1. Buyer's existence and good standing are as stated in Section 5.1 hereof; 2. Buyer has full corporate (or other entity) power and authority to consummate the transactions contemplated by this Agreement; 3. This Agreement and the documents contemplated hereby and all other agreements and undertakings contained in this Agreement have been duly authorized, executed and delivered, and all such instruments are valid and enforceable against Buyer in accordance with their respective terms except for the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and the enforceability of equitable remedies including injunctive relief and specific performance;
Sample 1
Buyer's Opinion. 1. Buyer is a corporation duly organized and in good standing under the laws of the State of Florida. Based solely, on certificates obtained from public officials, Buyer is duly qualified to do business and is in good standing under the laws of the State of Utah. 2. Buyer has full corporate power and authority to execute, deliver and perform the Purchase Agreement and the other Transaction Documents [Transaction Documents shall mean the documents executed and delivered at Closing], to which it is a party. Buyer's execution, delivery, and performance of the Purchase Agreement and the other Transaction Documents to which it is a party have been duly and validly authorized by all necessary corporate action on the part of Buyer. 3. The Purchase Agreement and each of the other Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer and constitute the valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to creditors' rights and (ii) the possibility that the remedies of specific performance or injunctive or other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 4. The execution, delivery and performance by Buyer of the Purchase Agreement and the other Transaction Documents to which it is a party (a) do not require the consent of any third party under any of the Buyer Agreements [Buyer Agreements shall mean such agreements that are certified by Buyer to Buyer's counsel to be material to the operation of Buyer's business or the transactions contemplated by the Purchase Agreement]; (b) do not violate any provisions of Buyer's corporate charter or by-laws; (c) do not violate any Applicable Law [Applicable Law means those laws and regulations that a lawyer exercising customary professional diligence would recognize as being applicable to the transactions contemplated by the Transaction Documents], or judgment, order, injunction, or decree, which is applicable to Buyer and known to us; and (d) do not, either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of, or result in a breach of the terms, conditions or provisions of, or constitute a default under any of the Buyer Agreemen...
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Buyer's Opinion. Buyer shall have delivered an opinion of its in-house counsel, dated the Closing Date, in the form attached hereto as Exhibit A-3.
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Buyer's Opinion. At the Closing, Seller shall have received a legal opinion from counsel to the Buyer in form and substance reasonably satisfactory to Buyer and its counsel relating to the issuance of the Share Consideration.
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Related to Buyer's Opinion

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

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

  • Opinion of Seller's Counsel Buyer shall receive an opinion of the Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel.

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

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

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