Deliveries of the Buyer. At the Closing, the Buyer shall deliver to the Seller an opinion of Ledgewood Law Firm, P.C., counsel for the Buyer, in form and substance satisfactory to the Seller and its counsel, to the effect that (i) The Buyer is a corporation duly organized, validly existing and in good standing under the laws State of Delaware; and (ii) this Agreement and the transactions contemplated herein have been duly approved by all necessary corporate action of the Buyer and such Agreement, assuming due execution by the Seller, is the valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms except as enforcement of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. In giving such opinion, counsel for the Buyer may rely, as to matters of fact, upon certificates of officers of the Buyer.
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Samples: Note Purchase Agreement (Vermont Pure Holdings LTD), Stock Purchase Agreement (Vermont Pure Holdings LTD), Stock Purchase Agreement (Vermont Pure Holdings LTD)
Deliveries of the Buyer. At the Closing, the Buyer shall deliver to the Seller Stockholder an opinion of Ledgewood Law Firm, P.C., counsel for the Buyer, in form and substance satisfactory to the Seller Stockholder and its counsel, to the effect that (i) The Buyer is a corporation duly organized, validly existing and in good standing under the laws State of Delaware; and (ii) this Agreement and the transactions contemplated herein have been duly approved by all necessary corporate action of the Buyer and such Agreement, assuming due execution by the SellerStockholder, is the valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms except as enforcement of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. In giving such opinion, counsel for the Buyer may rely, as to matters of fact, upon certificates of officers of the Buyer.
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