Closing Opinion Clause Samples

Closing Opinion. At closing Buyer shall provide to Seller and opinion of counsel stating: i) that the Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full power and authority to own its properties and to engage in its business as presently conducted or contemplated, and is duly qualified and in good standing as a foreign corporation under the laws of each jurisdiction in which it is authorized to do business except where such failure to qualify does not have a material adverse effect on the business or assets of the Buyer. All of the outstanding shares of capital stock of the Buyer have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of the preemptive rights of any person; ii) except as set forth herein or in any schedule or exhibit attached to the Purchase Agreement, counsel does not know or have any reasonable grounds to know of any litigation, proceeding, or government investigation pending against or related to the Buyer, its properties or business; iii) all proceedings required by law or by the provisions of this Agreement to be taken by Buyer and its shareholders in connection with the transactions provided for in this Agreement have been duly and valuably taken; iv) neither the execution and delivery of the Purchase Agreement nor the consummation of the transaction contemplated thereby (1) violates any provision of the Certificate of Incorporation or Bylaws (or other governing instrument) of the Buyer; (2) breaches or constitutes a default (or an event) that, with notice or lapse of time or both, would constitute a default under any agreement of the Buyer with any other person to the extent that any such default would constitute a material adverse effect upon the Company, or (3) violates any statute, law, regulation, or rule or order applicable to the Buyer; v) no consent, approval or authorization of, or declaration, filing, or registration with, any state or federal authorities is required in connection with the execution, delivery and performance of the Purchase Agreement or the consummation of the transaction contemplated thereby; and vi) all of the shares of stock when issued to the Seller will be duly issued and fully paid and nonassessable and that in conjunction with the issuance of such the Buyer and has complied with all federal and state securities laws.

Closing Opinion. The Sellers shall have received the Closing Opinion.

Closing Opinion. Borrower and Guarantor shall cause its legal counsel to provide to Bank a closing opinion addressed to Bank covering due organization, good standing, authorization, due execution, no violation of charter or organizational documents, and other matters customarily covered in such opinions for secured loan transactions of the size and type contemplated by this Agreement, in scope and substance reasonably acceptable to Bank.

Closing Opinion. Legal counsel for Borrowers shall have delivered to the Bank a closing opinion letter covering customary legal matters concerning Borrowers and the Loan Documents in form, scope and substance reasonably acceptable to Bank.

Closing Opinion. The closing opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, special counsel to the Noteholder, called for by ss.

Closing Opinion. The Vendors shall have received an opinion from BDP and an opinion from Cox & Smith, Incorporated, ea▇▇ dat▇▇ ▇▇e Closing Date, substantially in the forms attached as Schedule 7.5(a) and (b) respectively.

Closing Opinion. The closing opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & Ballon LLP, which is called for by ss.3.2 of the Agreement, shall be dated the Effective Date and addressed to the Noteholder, shall be satisfactory in form and substance to the Noteholder, and shall cover the matters referred to in paragraphs 1 and 2 of Exhibit B and shall be to the effect that:

Closing Opinion. The addressees outlined in the Schedule hereto (the Addressees) Dear Sirs, We have acted on behalf of International Lease Finance Corporation (ILFC) which has requested us to give you this opinion in connection with a credit agreement dated as of March 30 2011 (the Credit Agreement) between Temescal Aircraft Inc. as borrower (the Borrower), ILFC, Park Topanga Aircraft Inc., Charmlee Aircraft Inc and Ballysky Aircraft Ireland Limited (the Company) as obligors, the lenders identified therein as lenders, Citibank, N.A. (the Collateral Agent) as administrative agent and collateral agent, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint lead structuring agents and joint lead placement agents and BNP Paribas as joint placement agent (the Transaction).

Closing Opinion. At closing Seller shall provide to Buyer and opinion of counsel stating: i) the Seller's corporate existence and good standing are as stated ii) except as may be expressed by counsel, counsel does not know or have any reasonable grounds to know of any litigation, proceeding, or government investigation pending against or related to the Seller, its properties or business; and iii) all proceedings required by law or by the provisions of this Agreement to be taken by Seller and its shareholders in connection with the transactions provided for in this Agreement have been duly and valuably taken.