Jamex X. Xxxxxxxx -------------------------- -------------------------- --------------------------
Jamex X. Xxxxxxxx, Xxq., Acting General Counsel of the Company, shall have furnished to you his written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, in form and substance satisfactory to you, to the effect that:
(i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus as then amended or supplemented;
(ii) the Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole;
(iii) other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending or, to the best of such counsel's knowledge, threatened to which the Company is or may be a party or to which any property of the Company is or may be the subject which, if determined adversely to the Company, could individually or in the aggregate reasonably be expected to have a material adverse effect on the business, operations or financial condition of the Company and its consolidated subsidiaries taken as a whole; to the best of such counsel's knowledge, no such proceedings are contemplated by governmental authorities or threatened by others; and such counsel does not know of any contracts or other documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required;
(iv) this Agreement has been duly authorized, executed and delivered by the Company;
(v) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus;
(vi) the outstanding shares of capital stock of the Company (including the Shares) have been duly authorized and are validly issued, fully paid and non-assessable;
(vii) the statements in the Prospectus under "Description of Capital Stock", in the Prospectus incorporated by reference from Item 3 of Part 1 of the Company's Annual Report on Form 10-K for the year ended December 31, ...
Jamex X. Xxxxxx, x shareholder of MARA having an address in care of RRF ("Berick"); Jamex Xxxxx, xxe President of the managing member of ISH and the President of HCI having an address in care of HCI ("Wirtx"); and the seven limited partnerships or corporations, as the case may be, listed on Schedule I hereto (each, a "Hotel Company" and, collectively, the "Hotel Companies"). All seven of the Hotel Companies are controlled by HCI and/or Wirtx xx an affiliate, and each has an address in care of HCI. RRF, MARA, Krauxx xxx Berick sometimes are referred to herein collectively as the "RRF Parties"; Wirtx, XXH, HCI and the Hotel Companies sometimes are referred to herein collectively as the "ISH Parties".
Jamex X. Xxxx; 12. Lifan Hua; 13. Michxxx X. XxXxxx; 14. Michxxx X. Xxxxxx; 15. Ramexxxxxxxxx Xxxxx; 16. John X. Xxxxxxx; 17. Robexx X. Xxxxx; 18. Robexx X. Xxxx, Xx.; 19. Willxxx X. Xxxxxx, Xx.; 20. Robexx Xxxxxx; 21.
Jamex X. Xxxxxxxxx, xxose address is 956 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, x natural person and resident of Muskingum County, the county in which the principal office of the BFOH MERGER SURVIVOR is to be located, shall be the statutory agent in Ohio upon whom any process, notice or demand against BFOH, MFFC, or the BFOH MERGER SURVIVOR may be served.
Jamex X. Xxxxxx xxxll have executed an employment agreement with the Company in a form substantially similar to attached Exhibit 10.4.1.
Jamex X. Xxxxxx; xxd 2. Chrixxxxxxx X. Xxxxxxxx.
Jamex X. Xxxxxx, Xxneral Counsel for the Company, shall have furnished to the Representatives his written opinion, dated the Closing Date, in form and substance satisfactory to the Representatives, to the effect that:
(i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate
Jamex X. Xxxxxx, XXI shall have entered into Employment and Non-competition Agreements upon the terms and conditions set forth in Schedule 8.3(d) (the "Employment Agreement") and otherwise in form reasonably satisfactory to Parent, and shall have terminated his Consulting Agreement with the Company dated September 10, 1996 and his Executive Severance Agreement with the Company; and
Jamex X. Xxxxxxxx, Xxneral Counsel of Micro, covering the matters set forth in EXHIBIT M hereto,
