Common use of Gentlemen Clause in Contracts

Gentlemen. This opinion is furnished to you in accordance with the provisions of Section 6.9 of the above referenced Acquisition Agreement. We have acted as counsel to the Companies and the Shareholders, in connection with the Acquisition Agreement and the related Employment Agreements and Noncompetition Agreements to which any of the Companies or Shareholders is a party (collectively, the Related Agreements"). All capitalized terms used but not defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to the Companies and the Shareholders, we have (i) conferred with the officers of the Companies and the Shareholders; (ii) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Companies and such other corporate documents, records and certificates of the Companies, federal and state laws, rules and regulations; and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all such examinations and investigations, we have assumed the genuineness of all signatures on original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinions, we have relied upon the representations and warranties set forth in the Acquisition Agreement and the Related Agreements and statements or certificates of public officials and of the Companies and the Shareholders. Based on such examinations and investigations, it is our opinion that:

Appears in 2 contracts

Samples: Acquisition Agreement (Paravant Computer Systems Inc /Fl/), Acquisition Agreement (Paravant Computer Systems Inc /Fl/)

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Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you in accordance with pursuant to the provisions of Section 6.9 9.1(f) of the above referenced Acquisition Merger Agreement. We have acted as counsel to the Companies , and the Shareholders, in connection with the Acquisition Agreement and the related Employment Agreements and Noncompetition Agreements to which any of the Companies or Shareholders is a party (collectively, the Related Agreements"). All capitalized terms used but herein and not otherwise defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein meanings assigned to such terms in the Merger Agreement. In our capacity as therein defined unless such Counsel, we have participated in the context hereof otherwise requirespreparation and execution of the Merger Agreement, its Schedules and Exhibits. As counsel to the Companies and the ShareholdersIn addition, we have (ia) conferred with the officers and agents of the Companies and the ShareholdersGB&T; (iib) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Companies and such other corporate documents, records and certificates of GB&T, including the CompaniesArticles of Incorporation, federal the Bylaws and state the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rules rule and regulations; , and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all addition we have also made such examinations examination of LCB's documents and investigationsrecords as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures on original or certified copies and the authenticity of all copies materials submitted to us as conformed or reproduction originals and their conformity with the originals of all materials submitted to us as copies. As We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T of all agreements and documents that are to various questions be executed and delivered by such other parties pursuant thereto; (b) the accuracy of fact relevant to such opinions, we have relied upon the representations and warranties set forth made by GB&T, as applicable, in or pursuant to the Acquisition Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the Related Agreements parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements or certificates of public officials and upon certifications furnished us by Counsel for LCB. Based upon and subject to the foregoing, we are of the Companies and the Shareholders. Based on such examinations and investigations, it is our opinion that:

Appears in 2 contracts

Samples: Merger Agreement (Gb&t Bancshares Inc), Merger Agreement (Gb&t Bancshares Inc)

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you in accordance with pursuant to the provisions of Section 6.9 9.1(f) of the above referenced Acquisition Merger Agreement. We have acted as counsel to the Companies , and the Shareholders, in connection with the Acquisition Agreement and the related Employment Agreements and Noncompetition Agreements to which any of the Companies or Shareholders is a party (collectively, the Related Agreements"). All capitalized terms used but herein and not otherwise defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein meanings assigned to such terms in the Merger Agreement. In our capacity as therein defined unless such Counsel, we have participated in the context hereof otherwise requirespreparation and execution of the Merger Agreement, its Schedules and Exhibits. As counsel to the Companies and the ShareholdersIn addition, we have (ia) conferred with the officers and agents of the Companies and the ShareholdersGB&T; (iib) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Companies and such other corporate documents, records and certificates of GB&T, including the CompaniesArticles of Incorporation, federal the Bylaws and state the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rules rule and regulations; , and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all addition we have also made such examinations examination of BBI's documents and investigationsrecords as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures on original or certified copies and the authenticity of all copies materials submitted to us as conformed or reproduction originals and their conformity with the originals of all materials submitted to us as copies. As We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to various questions be executed and delivered by such other parties pursuant thereto; (b) the accuracy of fact relevant to such opinions, we have relied upon the representations and warranties set forth made by GB&T, as applicable, in or pursuant to the Acquisition Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the Related Agreements parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements or certificates of public officials and upon certifications furnished us by Counsel for BBI. Based upon and subject to the foregoing, we are of the Companies and the Shareholders. Based on such examinations and investigations, it is our opinion that:

Appears in 1 contract

Samples: Merger Agreement (Gb&t Bancshares Inc)

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you in accordance with pursuant to the provisions of Section 6.9 9.1(f) of the above referenced Acquisition Merger Agreement. We have acted as counsel to the Companies , and the Shareholders, in connection with the Acquisition Agreement and the related Employment Agreements and Noncompetition Agreements to which any of the Companies or Shareholders is a party (collectively, the Related Agreements"). All capitalized terms used but herein and not otherwise defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein meanings assigned to such terms in the Merger Agreement. In our capacity as therein defined unless such Counsel, we have participated in the context hereof otherwise requirespreparation and execution of the Merger Agreement, its Schedules and Exhibits. As counsel to the Companies and the ShareholdersIn addition, we have (ia) conferred with the officers and agents of the Companies and the ShareholdersGB&T; (iib) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Companies and such other corporate documents, records and certificates of GB&T, including the CompaniesArticles of Incorporation, federal the Bylaws and state the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rules rule and regulations; , and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all addition we have also made such examinations examination of FNBG's documents and investigationsrecords as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures on original or certified copies and the authenticity of all copies materials submitted to us as conformed or reproduction originals and their conformity with the originals of all materials submitted to us as copies. As We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to various questions be executed and delivered by such other parties pursuant thereto; (b) the accuracy of fact relevant to such opinions, we have relied upon the representations and warranties set forth made by GB&T, as applicable, in or pursuant to the Acquisition Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the Related Agreements parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements or certificates of public officials and upon certifications furnished us by Counsel for FNBG. Based upon and subject to the foregoing, we are of the Companies and the Shareholders. Based on such examinations and investigations, it is our opinion that:

Appears in 1 contract

Samples: Merger Agreement (Gb&t Bancshares Inc)

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you in accordance with pursuant to the provisions of Section 6.9 section 9.1(f) of the above referenced Acquisition Merger Agreement. We have acted as counsel to the Companies , and the Shareholders, in connection with the Acquisition Agreement and the related Employment Agreements and Noncompetition Agreements to which any of the Companies or Shareholders is a party (collectively, the Related Agreements"). All capitalized terms used but herein and not otherwise defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein meanings assigned to such terms in the Merger Agreement. In our capacity as therein defined unless such Counsel, we have participated in the context hereof otherwise requirespreparation and execution of the Merger Agreement, its Schedules and Exhibits. As counsel to the Companies and the ShareholdersIn addition, we have (ia) conferred with the officers and agents of the Companies and the ShareholdersGB&T; (iib) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Companies and such other corporate documents, records and certificates of GB&T, including the CompaniesArticles of Incorporation, federal the Bylaws and state the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rules rule and regulations; , and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all addition we have also made such examinations examination of HTB Villa Rica’s documents and investigationsrecords as we deemed necessary to render this opinion. GB&T Bancshares, Inc. Home Town Bank of Villa Rica , 2002 Page Two In our examination, we have assumed the genuineness of all signatures on original or certified copies and the authenticity of all copies materials submitted to us as conformed or reproduction originals and their conformity with the originals of all materials submitted to us as copies. As We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to various questions be executed and delivered by such other parties pursuant thereto; (b) the accuracy of fact relevant to such opinions, we have relied upon the representations and warranties set forth made by GB&T, as applicable, in or pursuant to the Acquisition Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the Related Agreements parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements or certificates of public officials and upon certifications furnished us by Counsel for HTB Villa Rica. Based upon and subject to the foregoing, we are of the Companies and the Shareholders. Based on such examinations and investigations, it is our opinion that:

Appears in 1 contract

Samples: Merger Agreement (Gb&t Bancshares Inc)

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Gentlemen. This opinion is furnished to you in accordance with the provisions of Section 6.9 of the above referenced Acquisition Agreement. We have acted as counsel to Wizzard Software Corp., a Colorado corporation (the Companies and the Shareholders"Company"), in connection with your purchase of Series 2001-A Convertible Notes in accordance with the Acquisition terms of that Securities Purchase Agreement dated as of September 14, 2001 (the "Agreement") between the Company and Maricopa Equity Management Corp. (the "Investor"), (ii) the Registration Rights Agreement dated as of the date hereof (the "Registration Rights Agreement") between the Company and the Investor, and (iii) the Escrow Agreement dated as of the date hereof (the "Escrow Agreement") among the Company, the Investor and H. Glenn Bagwell, Jr., Xxx., xx xxxxxx agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Agreement. In connection with rendering this opinion, we have examined the Agreement, the Registration Rights Agreement, the Escrow Agreement and the related Employment Agreements and Noncompetition Agreements to which any form of the Companies or Shareholders is a party Notes (collectively, the Related Agreements"Transaction Documents"). All capitalized terms used but not defined herein which are defined in , as well as the Acquisition Agreement Company's Articles of Incorporation ("Articles") and By-laws and the Related Agreements shall have the same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to the Companies and the Shareholders, we have (i) conferred with the officers resolutions of the Companies and the Shareholders; (ii) examined the Acquisition Agreement and the Related Agreements, the stock record books Board of Directors of the Companies Company approving the transactions contemplated by the Agreement. We have also made such examination of law and have examined originals or copies, certified or otherwise, of such corporate records and documents of the Company, such agreements, certificates of officers or representatives of the Company, and such other corporate documentsrecords, records and certificates, including certificates of the Companiespublic officials, federal and state laws, rules and regulations; and (iii) made such other investigations documents as we have deemed relevant and necessary or appropriate as a basis for the purposes of rendering this opinionopinions hereinafter expressed. In all such examinations and investigationsexamination, we have assumed the genuineness of all signatures on original or certified copies signatures, the authenticity of all copies documents submitted to us as conformed or reproduction originals and the conformity with authentic original documents of all documents submitted to us as copies. As to various questions of fact any facts relevant to such opinionsthe opinions expressed below, we have relied upon certificates and written and/or oral representations of officers of the Company (including the representations of the Company set forth in the Transaction Documents) and public officials. We have also assumed that the representations and warranties of the Investor as set forth in the Acquisition Transaction Documents are true and correct as of the date hereof. All references herein to contracts, instruments or other documents of the Company are limited to such documents as have been provided to us by the Company or of which we have actual knowledge after due inquiry of the Company and its officers. As to our opinion in paragraphs 2, 3, and 7 set forth below, we have examined only resolutions of the Board of Directors of the Company relating to such share issuances and our opinion set forth in such paragraphs is limited thereto. We have not examined or reviewed any communication, instrument, agreement, document or other item or conducted any independent inquiry or investigation of any matter except as otherwise expressly set forth above. We have also assumed that the Agreement and the Related Agreements other Transaction Documents have been executed and statements or certificates of public officials delivered by and are binding on each of the Companies parties thereto. The opinions expressed below with respect to compliance with certain statutes, rules and regulations are based upon a review of those statutes, rules and regulations that, in our experience, are applicable to transactions of the type contemplated by the Agreement and to businesses such as the Company's. Our opinion as to the good standing of the Company in Colorado set forth in the first sentence of paragraph 1 below is based solely upon our examination of information acquired from the web site of the Colorado Secretary of State as of September 14, 2001, and such opinion is given solely as of such date. In connection with our opinion with respect to pending litigation and existing orders, contracts, injunctions, judgments and decrees set forth in paragraph 5 below, we have not undertaken searches of the dockets of any court of any jurisdiction, nor conducted a judgment, lien, litigation or similar search and have relied upon certificates and written or oral representations of officers of the Company. We express no opinion respecting the enforceable nature of the Agreement, the other Transaction Documents or any document or instrument executed pursuant thereto or in connection therewith, insofar as the enforceable nature thereof, or any right, power, privilege, remedy or interest intended to be created thereunder, may be limited (i) by applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other laws or judicial decisions affecting any rights, powers, privileges, remedies or interests of creditors generally, (ii) by rules or principles of equity affecting the enforcement of obligations generally, whether at law, in equity or otherwise, (iii) by the exercise of the discretionary powers of any court or other authority before which may be brought any proceeding seeking equitable or other remedies, including, without limitation, specific performance, injunctive relief and indemnification or (iv) insofar as rights to indemnity and/or contribution are concerned, by federal or state securities laws or the public policy underlying such laws. Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof. Where reference is made in this opinion to matters within or to our knowledge, to the best of our knowledge, or to facts or circumstances known to us or which have come to our attention, such reference means the actual knowledge of those attorneys in our firm who have given substantive attention to the preparation of the Agreement and other Transaction Documents and those attorneys in our firm who, from time to time, have given substantive attention to the general corporate and securities matters for which our firm has been engaged by the Company, their review of documents in connection with this engagement and the Shareholdersgeneral corporate and securities matters for which our firm has been engaged by the Company, and inquiries of officers of the Company, without, however, independent investigation of any matter unless expressly set forth herein. We call your attention to the fact that we are counsel admitted to practice in the State of Utah, and we do not express any opinion with respect to the applicable laws, or the effect or applicability of the laws, of any jurisdiction other than those of the State of Utah, the general corporation laws of the State of Colorado, and the securities laws of the United States of America. In particular, but without limitation, we do not express any opinion with respect to the Blue Sky or securities laws of any State or other jurisdiction (other than the federal securities laws of the United States of America), or any law relating specifically to telecommunications or patents, trademarks or other intellectual property rights. Accordingly, and notwithstanding anything contained in any document or instrument to the contrary, for purposes of the opinions expressed below, we have assumed that notwithstanding any choice of law provision contained in the Agreement and in the other Transaction Documents, the internal laws of the State of Colorado will be applied to the Agreement and to each other document and instrument with respect to which we opine below and that the Agreement and each other document and instrument with respect to which we opine below will be governed by, and construed and enforced in accordance with, the laws of the State of Colorado without regard to principles of conflicts or choice of law. Based on such examinations upon and investigationssubject to the foregoing, it is our we are of the opinion that:

Appears in 1 contract

Samples: Securities Purchase Agreement (Wizzard Software Corp /Co)

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you in accordance with pursuant to the provisions of Section 6.9 section 9.1(f) of the above referenced Acquisition Merger Agreement. We have acted as counsel to the Companies , and the Shareholders, in connection with the Acquisition Agreement and the related Employment Agreements and Noncompetition Agreements to which any of the Companies or Shareholders is a party (collectively, the Related Agreements"). All capitalized terms used but herein and not otherwise defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein assigned to such terms in the Merger Agreement. In our capacity as therein defined unless such Counsel, we have participated in the context hereof otherwise requirespreparation and execution of the Merger Agreement, its Schedules and Exhibits. As counsel to the Companies and the ShareholdersIn addition, we have (ia) conferred with the officers and agents of the Companies and the ShareholdersGB&T; (iib) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Companies and such other corporate documents, records and certificates of GB&T, including the CompaniesArticles of Incorporation, federal the Bylaws and state the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rules and regulations; , and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all addition, we have also made such examinations examination of CT Financial Services' documents and investigationsrecords as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures on original or certified copies and the authenticity of all copies materials submitted to us as conformed or reproduction originals and their conformity with the originals of all materials submitted to us as copies. As We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to various questions be executed and delivered by such other parties pursuant thereto; (b) the accuracy of fact relevant to such opinions, we have relied upon the representations and warranties set forth made by GB&T, as applicable, in or pursuant to the Acquisition Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all the Related Agreements parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements or certificates of public officials and upon certifications furnished us by counsel for CT Financial Services Corporation. Based upon and subject to the foregoing, we are of the Companies and the Shareholders. Based on such examinations and investigations, it is our opinion that:

Appears in 1 contract

Samples: Merger Agreement (Gb&t Bancshares Inc)

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