Fair Value Opinion Sample Clauses

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Fair Value Opinion. Seller shall have received an opinion from ABN AMRO, Inc., dated as of the date of this Agreement and supplemented as necessary as of the date of the Proxy Statement, to the effect that, subject to the terms, conditions, and qualifications set forth therein, the consideration as set forth herein to be received by the shareholders of Seller pursuant to this Agreement is fair to such shareholders from a financial point of view.
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Fair Value Opinion. Granite’s Board of Directors shall have received, and shall have delivered to Buyer an informational copy of, a fair value opinion from Houlihan, Lokey, ▇▇▇▇▇▇ & Zukin.
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Fair Value Opinion. The Management Board of the Seller Parent shall have received the opinion of Citigroup Global Markets Limited (the “Opinion”) to the effect that, as of the date hereof, and based upon and subject to the factors and assumptions set forth therein, (i) the 1st Close Cash Consideration is fair with respect to the 1st Close Shares from a financial point of view to the Sellers and (ii) the Consideration, when taken as a whole, is fair from a financial point of view to the Sellers. A true and complete copy of the Opinion shall have been delivered to the Buyer Parent, and such opinion shall not have been amended or rescinded as of the 1st Closing Date.
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Fair Value Opinion. The Management Board of the Seller Parent shall have received the Opinion, and the Opinion shall not have been amended or rescinded as of the 2nd Closing Date.
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Fair Value Opinion. At its sole election and cost, Purchaser may engage the services of a professional advisor competent in such matters to provide a written opinion ("Fair Value Opinion") that the Base Purchase Price represents fair value for the Property on an integrated basis. Purchaser shall obtain and copy Seller with the Fair Value Opinion no later than three (3) weeks from the Closing Date, or waive its opportunity to do so. Pending delivery of the Opinions and the making of adjustments, if any, set forth in this Section 2.5, thirty-two thousand (32,000) Shares ("Escrowed Shares") shall be registered in the name of Seller and held in escrow by Purchaser.
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Related to Fair Value Opinion

  • REIT Opinion Company shall have received a written opinion of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year that ended on December 31, 2010, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable Parent to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by Parent and provided pursuant to Section 6.2(b).

  • Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor, the Seller, the Trustee and any NIMS Insurer one or more Opinions of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and ▇▇▇▇▇▇ Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

  • Guarantor’s Financial Condition As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

  • Fairness Opinion The Board of Directors of the Company has received a written opinion from ▇▇▇▇▇▇ Securities Incorporated, dated no later than the date hereof, that, as of the date of this Agreement, the Merger Consideration is fair to the Company's shareholders from a financial point of view and has delivered to Parent a copy of such opinion.

  • Section 368 Opinion The Company shall have received a written opinion of G▇▇▇▇▇▇▇▇ Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.