Common use of Counsel's Opinion Clause in Contracts

Counsel's Opinion. Each of the Investors shall have received from the Company's counsel, Bass, Xxxxx & Xxxx PLC, an opinion, dated the Closing Date, substantially to the effect that: (i) The Company is duly organized and validly existing in good standing under the laws of Tennessee, has the all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted. The Company has all requisite power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder. (ii) The Company is duly qualified as a foreign corporation in every jurisdiction in which such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Company. (iii) Section 4.3(a) of the Agreement accurately sets forth the authorized and issued capital stock of the Company and the Company has duly reserved for issuance of shares of Common Stock initially issuable upon conversion, exchange or exercise of the Purchased Securities. (iv) Except for the conversion and exchange rights which attach to the Securities and to the warrants, options and convertible securities listed on Schedule 4.3 hereto, to the best knowledge of such counsel, there are no shares of Common Stock, issuable upon conversion of any security of the Company nor are there any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock from the Company nor is the Company contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares of Common Stock. No stockholder of the Company is entitled to any statutory preemptive right or, to the best knowledge of such counsel, other similar rights to subscribe for shares of capital stock of the Company. (v) Upon their issuance in accordance with the terms of the Securities, the shares of Common Stock or Series A Preferred Stock, if any, issuable upon conversion or exchange or exercise of the Securities will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock or Series A Preferred Stock, if any, of the Company, free of all preemptive or similar rights. (vi) The Company has duly authorized the execution, delivery, and performance of the Transaction Documents and each of the transactions and agreements contemplated thereby, and no other corporate action is necessary to authorize such execution, delivery or performance. The Transaction Documents have been duly executed and delivered on behalf of the Company and constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (vii) The execution and delivery by the Company of the Transaction Documents, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated thereby do not require the Company to obtain any consent, approval or action of, or make any filing with or give any notice to, any corporation, person or firm or any public, governmental or judicial authority except such as have been duly obtained or made, as the case may be, and are in full force and effect. (viii) The execution and delivery of the Transaction Documents, and the adoption by the Board of the Certificate of Designation, if any, the fulfillment of the terms hereof and thereof by the Company and the issuance of shares of Common Stock or Series A Preferred Stock, if any, upon conversion exchange or exercise of the Securities as herein contemplated will not, (A) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, credit agreement, security agreement, note or other evidence of indebtedness, or other material agreement to which the Company or any of its Subsidiaries is a party and of which such counsel is aware, (B) violate the Organizational Documents (except that the approval of the Company's stockholders is required to issue the Series A Preferred Stock), or any federal or state law, rule or regulation known to such counsel of any court or federal, state or other regulatory board or body or administrative agency having jurisdiction over the Company or over its properties or businesses or (C) conflict with or constitute a default under any judgment, writ, decree or order known to such counsel to be applicable by its terms to the Company or any of its Subsidiaries. (ix) To the best knowledge of such counsel, there is no action, suit, investigation or proceeding pending or threatened, against the Company or any of its properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality, which questions the validity of the Transaction Documents or, the Purchased Securities, the Certificate of Designation, if any, or the Securities or any action taken or to be taken pursuant hereto or thereto. (x) Assuming the representations and warranties of the Company and the Investors set forth in the Transaction Documents are true and correct, the issuance and sale of the Securities do not require registration under Section 5 of the Securities Act or qualification under any state securities or Blue Sky laws. (xi) The consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds thereof by the Company do not violate Regulations G, T, U or X of the Board of Governors of the Federal Reserve System. (xii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx & Xxxx PLC shall be entitled to rely on opinions of local counsel in each state so long as each such local counsel opinion is in form and substance reasonably acceptable to the Investors. (xiii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx & Xxxx PLC shall be entitled to rely on certificates of applicable public officials in each state and certificates solely as to matters of fact that are not known to Bass, Xxxxx & Xxxx, after due inquiry, executed by executive officers of the Company if each such certificate is in form and substance reasonably acceptable to the Investors.

Counsel's Opinion. Each of the Investors The Investor shall have received from the Company's counsel, Bass, Xxxxx Xxxxxxx Xxxx & Xxxx PLCXxxxxxxxx, an opinion, dated the Closing Date, substantially to the effect that: (i) The Company is and each of its Subsidiaries are duly organized and validly existing in good standing under the laws of Tennessee, has the all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted. The Company has all requisite power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunderDelaware. (ii) The Company is duly qualified as a foreign corporation in every jurisdiction in which such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Company. (iii) Section 4.3(a3.3(a) of the Agreement accurately sets forth the authorized and issued capital stock of the Company and the Company has duly reserved for issuance of shares of Common Stock initially issuable upon conversion, exchange or exercise of the Purchased SecuritiesCompany. (iviii) Except for the conversion and exchange rights which attach to the Securities and to the warrants, options and convertible securities listed on Schedule 4.3 3.3 hereto, to the best knowledge of such counsel, there are no shares of Common Stock, Stock issuable upon conversion of any security of the Company nor are there any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock from the Company or equity interests in any of its Subsidiaries, nor is the Company or any of its Subsidiaries contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares of Common StockStock or other equity interests. No stockholder Except as disclosed in Schedule 3.3, no shareholder of the Company or owner of an interest in any Subsidiary is entitled to any statutory preemptive right or, to the best knowledge of such counsel, other similar rights to subscribe for shares of capital stock of the CompanyCompany or equity interests in any Subsidiary. (viv) Upon their issuance All the outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and non-assessable. When issued in accordance with the terms of the Securitiesthis Agreement, the shares of Common Stock or Series A Preferred Stock, if any, issuable upon conversion or exchange or exercise of the Securities Shares will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock or Series A Preferred Stock, if any, of the Company, free of all preemptive or similar rightsrights and entitled to the rights therein described. (viv) The Company has duly authorized the execution, delivery, and performance of the Transaction Documents this Agreement and each of the transactions and agreements contemplated thereby, and no other corporate action is necessary to authorize such execution, delivery or performance. The Transaction Documents have This Agreement has been duly executed and delivered on behalf of the Company and constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (viivi) The execution and delivery by the Company of the Transaction Documentsthis Agreement, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated thereby do not require the Company to obtain any consent, approval or action of, or make any filing with or give any notice to, any corporation, person or firm or any public, governmental or judicial authority except such as have been duly obtained or made, as the case may be, and are in full force and effect. (viiivii) The execution and delivery of the Transaction Documentsthis Agreement does not, and the adoption by the Board of the Certificate of Designation, if any, the fulfillment of the terms hereof and thereof by the Company and the issuance of shares of Common Stock or Series A Preferred Stock, if any, upon conversion exchange or exercise of the Securities as herein contemplated Shares will not, (A) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, credit agreement, security agreement, note or other evidence of indebtedness, or other material agreement to which the Company or any of its Subsidiaries is a party and of which such counsel is aware, (B) violate the Organizational Documents (except that the approval of the Company's stockholders is required to issue the Series A Preferred Stock)Documents, or any federal or state law, rule or regulation known to such counsel of any court or federal, state or other regulatory board or body or administrative agency having jurisdiction over the Company or over its properties or businesses or (C) conflict with or constitute a default under any judgment, writ, decree or order known to such counsel to be applicable by its terms to the Company or any of its Subsidiaries. (ixviii) To the best knowledge of such counsel, there is no action, suit, investigation or proceeding pending or threatened, against the Company or any of its properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality, which questions the validity of the Transaction Documents or, the Purchased Securities, the Certificate of Designation, if any, or the Securities or any action taken or to be taken pursuant hereto or thereto. (x) Assuming the representations and warranties of the Company and the Investors set forth in the Transaction Documents are true and correct, the The issuance and sale of the Securities Shares do not require registration under Section 5 of the Securities Act or qualification under any state securities or Blue Sky laws. (xi) The consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds thereof by the Company do not violate Regulations G, T, U or X of the Board of Governors of the Federal Reserve System. (xii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx & Xxxx PLC shall be entitled to rely on opinions of local counsel in each state so long as each such local counsel opinion is in form and substance reasonably acceptable to the Investors. (xiii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx & Xxxx PLC shall be entitled to rely on certificates of applicable public officials in each state and certificates solely as to matters of fact that are not known to Bass, Xxxxx & Xxxx, after due inquiry, executed by executive officers of the Company if each such certificate is in form and substance reasonably acceptable to the Investors.

Counsel's Opinion. Each of the Investors shall have received from the Company's counsel, Bass, Xxxxx Berrx & Xxxx PLCXims XXX, an opinion, dated the Closing Date, substantially to the effect that: (i) The Company is duly organized and validly existing in good standing under the laws of Tennessee, has the all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted. The Company has all requisite power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder. (ii) The Company is duly qualified as a foreign corporation in every jurisdiction in which such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Company. (iii) Section 4.3(a) of the Agreement accurately sets forth the authorized and issued capital stock of the Company and the Company has duly reserved for issuance of shares of Common Stock initially issuable upon conversion, exchange or exercise of the Purchased Securities. (iv) Except for the conversion and exchange rights which attach to the Securities and to the warrants, options and convertible securities listed on Schedule 4.3 hereto, to the best knowledge of such counsel, there are no shares of Common Stock, issuable upon conversion of any security of the Company nor are there any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock from the Company nor is the Company contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares of Common Stock. No stockholder of the Company is entitled to any statutory preemptive right or, to the best knowledge of such counsel, other similar rights to subscribe for shares of capital stock of the Company. (v) Upon their issuance in accordance with the terms of the Securities, the shares of Common Stock or Series A Preferred Stock, if any, issuable upon conversion or exchange or exercise of the Securities will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock or Series A Preferred Stock, if any, of the Company, free of all preemptive or similar rights. (vi) The Company has duly authorized the execution, delivery, and performance of the Transaction Documents and each of the transactions and agreements contemplated thereby, and no other corporate action is necessary to authorize such execution, delivery or performance. The Transaction Documents have been duly executed and delivered on behalf of the Company and constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (vii) The execution and delivery by the Company of the Transaction Documents, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated thereby do not require the Company to obtain any consent, approval or action of, or make any filing with or give any notice to, any corporation, person or firm or any public, governmental or judicial authority except such as have been duly obtained or made, as the case may be, and are in full force and effect. (viii) The execution and delivery of the Transaction Documents, and the adoption by the Board of the Certificate of Designation, if any, the fulfillment of the terms hereof and thereof by the Company and the issuance of shares of Common Stock or Series A Preferred Stock, if any, upon conversion exchange or exercise of the Securities as herein contemplated will not, (A) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, credit agreement, security agreement, note or other evidence of indebtedness, or other material agreement to which the Company or any of its Subsidiaries is a party and of which such counsel is aware, (B) violate the Organizational Documents (except that the approval of the Company's stockholders is required to issue the Series A Preferred Stock), or any federal or state law, rule or regulation known to such counsel of any court or federal, state or other regulatory board or body or administrative agency having jurisdiction over the Company or over its properties or businesses or (C) conflict with or constitute a default under any judgment, writ, decree or order known to such counsel to be applicable by its terms to the Company or any of its Subsidiaries. (ix) To the best knowledge of such counsel, there is no action, suit, investigation or proceeding pending or threatened, against the Company or any of its properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality, which questions the validity of the Transaction Documents or, the Purchased Securities, the Certificate of Designation, if any, or the Securities or any action taken or to be taken pursuant hereto or thereto. (x) Assuming the representations and warranties of the Company and the Investors set forth in the Transaction Documents are true and correct, the issuance and sale of the Securities do not require registration under Section 5 of the Securities Act or qualification under any state securities or Blue Sky laws. (xi) The consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds thereof by the Company do not violate Regulations G, T, U or X of the Board of Governors of the Federal Reserve System. (xii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx Berrx & Xxxx PLC Xims XXX shall be entitled to rely on opinions of local counsel in each state so long as each such local counsel opinion is in form and substance reasonably acceptable to the Investors. (xiii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx Berrx & Xxxx PLC Xims XXX shall be entitled to rely on certificates of applicable public officials in each state and certificates solely as to matters of fact that are not known to Bass, Xxxxx Berrx & XxxxXims, after xxter due inquiry, executed by executive officers of the Company if each such certificate is in form and substance reasonably acceptable to the Investors.

Counsel's Opinion. Each of the Investors shall have received from the Company's counsel, Bass, Xxxxx Berrx & Xxxx PLCXims XXX, an opinion, dated the Closing Date, substantially to the effect that: (i) The Company is duly organized and validly existing in good standing under the laws of TennesseeDelaware, has the all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted. The Company has all requisite power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder. (ii) The Company is duly qualified as a foreign corporation in every jurisdiction in which such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Company. (iii) Section 4.3(a) of the Agreement accurately sets forth the authorized and issued capital stock of the Company and the Company has duly reserved for issuance of shares of Common Stock initially issuable upon conversion, exchange or exercise of the Purchased Securities. (iv) Except for the conversion and exchange rights which attach to the Securities and to the warrants, options and convertible securities listed on Schedule 4.3 hereto, to the best knowledge of such counsel, there are no shares of Common Stock, issuable upon conversion of any security of the Company nor are there any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock from the Company nor is the Company contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares of Common Stock. No stockholder of the Company is entitled to any statutory preemptive right or, to the best knowledge of such counsel, other similar rights to subscribe for shares of capital stock of the Company. (v) Upon their issuance in accordance with the terms of the Securities, the shares of Common Stock or Series A Preferred Stock, if any, issuable upon conversion or exchange or exercise of the Securities will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock or Series A Preferred Stock, if any, of the Company, free of all preemptive or similar rights. (vi) The Company has duly authorized the execution, delivery, and performance of the Transaction Documents and each of the transactions and agreements contemplated thereby, and no other corporate action is necessary to authorize such execution, delivery or performance. The Transaction Documents have been duly executed and delivered on behalf of the Company and constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (vii) The execution and delivery by the Company of the Transaction Documents, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated thereby do not require the Company to obtain any consent, approval or action of, or make any filing with or give any notice to, any corporation, person or firm or any public, governmental or judicial authority except such as have been duly obtained or made, as the case may be, and are in full force and effect. (viii) The execution and delivery of the Transaction Documents, and the adoption by the Board of the Certificate of Designation, if any, the fulfillment of the terms hereof and thereof by the Company and the issuance of shares of Common Stock or Series A Preferred Stock, if any, upon conversion exchange or exercise of the Securities as herein contemplated will not, (A) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, credit agreement, security agreement, note or other evidence of indebtedness, or other material agreement to which the Company or any of its Subsidiaries is a party and of which such counsel is aware, (B) violate the Organizational Documents (except that the approval of the Company's stockholders is required to issue the Series A Preferred Stock), or any federal or state law, rule or regulation known to such counsel of any court or federal, state or other regulatory board or body or administrative agency having jurisdiction over the Company or over its properties or businesses or (C) conflict with or constitute a default under any judgment, writ, decree or order known to such counsel to be applicable by its terms to the Company or any of its Subsidiaries. (ix) To the best knowledge of such counsel, there is no action, suit, investigation or proceeding pending or threatened, against the Company or any of its properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality, which questions the validity of the Transaction Documents or, the Purchased Securities, the Certificate of Designation, if any, or the Securities or any action taken or to be taken pursuant hereto or thereto. (x) Assuming the representations and warranties of the Company and the Investors set forth in the Transaction Documents are true and correct, the issuance and sale of the Securities do not require registration under Section 5 of the Securities Act or qualification under any state securities or Blue Sky laws. (xi) The consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds thereof by the Company do not violate Regulations G, T, U or X of the Board of Governors of the Federal Reserve System. (xii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx Berrx & Xxxx PLC Xims XXX shall be entitled to rely on opinions of local counsel in each state so long as each such local counsel opinion is in form and substance reasonably acceptable to the Investors. (xiii) In rendering the foregoing opinions numbered (vii), (viii) and (ix), Bass, Xxxxx Berrx & Xxxx PLC Xims XXX shall be entitled to rely on certificates of applicable public officials in each state and certificates solely as to matters of fact that are not known to Bass, Xxxxx Berrx & XxxxXims, after xxter due inquiry, executed by executive officers of the Company if each such certificate is in form and substance reasonably acceptable to the Investors.