Opinion Letter of Seller’s Counsel Sample Clauses

Opinion Letter of Seller’s Counsel. An executed opinion letter of Xxxxxx Law Firm, PLLC in favor of Buyer and Alkami Parent, covering the substantive opinions set forth in Exhibit F attached hereto and in form reasonably acceptable to Buyer;
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Opinion Letter of Seller’s Counsel. The Buyer and the Buyer's Counsel have received an opinion from the Sellers' Counsel, dated the Closing Date, in a form satisfactory to Buyer's Counsel acting reasonably. In giving such opinion the Sellers' Counsel may rely, as to matters of fact, upon certificates of senior executive officers of the Buyer or Parent and a certificate of an official of the jurisdiction governing the status of the Seller as to the corporate status of the Seller, provided that the Sellers' Counsel state that they believe that they are justified in relying upon such certificate and deliver copies of all certificates relied upon to the Buyer and the Buyer's' Counsel prior to, or at, the Time of Closing. Sellers' Counsel may also rely upon the opinions of other counsel in each jurisdiction relevant to the transactions contemplated herein.
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Opinion Letter of Seller’s Counsel. Torys LLP shall have delivered to Purchaser the duly executed opinion letter (the “Torys Legal Opinion”), in the form of Exhibit “C” and Xxxxx & Xxxxxx L.L.P. shall have delivered to Purchaser the duly executed opinion letter (the “Local Counsel Opinion”), in the form of Exhibit “D”.
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Opinion Letter of Seller’s Counsel. The Buyer and the Buyer's Counsel have received from the Seller's Counsel an opinion, dated the Closing Date, in the form to be mutually agreed upon by the Buyer's Counsel and the Seller's Counsel acting reasonably, confirming the corporate existence of the Seller and its authority to complete the transactions contemplated by this Agreement. (g)
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Opinion Letter of Seller’s Counsel. Sellers shall deliver to Selfix an opinion letter from legal counsel for the Sellers, with respect to Sections 5.1, 5.2, 5.3 (except the opinion with respect to 5.3 shall be made to the best of its actual knowledge for matters concerning any state other than Michigan), and to the best of its actual knowledge 5.8 in form acceptable to Selfix's counsel.
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Related to Opinion Letter of Seller’s Counsel

  • Opinion of Seller's Counsel Seller shall have delivered to Purchaser an opinion of counsel for Seller, dated as of the Closing Date and in form satisfactory to Purchaser's counsel, to the effect that:

  • Opinion of Buyer's Counsel Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Opinion Letters The opinions required under Section 11.03(a) and Section 11.03(f) of the Agreement in connection with this Amendment are attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.

  • Opinion of Purchaser's Counsel The Purchaser shall deliver at Closing an opinion of counsel to the Purchaser addressed to the Sellers in substantially the form attached hereto as Exhibit 8.5.

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Opinion of Parent's Counsel The Company shall have received the opinion of Pxxxxx Bxxxx, counsel to Parent, or another counsel reasonably satisfactory to the Company, substantially in the form attached hereto as Exhibit E;

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