Opinion of Auxer's Counsel Sample Clauses

Opinion of Auxer's Counsel. Universal Filtrxxxxx xhall have received a letter of Auxer's Counsel, in form and subxxxxxx satisfactory to Universal Filtration and its counsel, to the effect that: i. Auxer is an Idaho corporatixx xxxxxxx existing and in good standing with all requisite corporate power and authority to own, lease, license and use its properties and assets and to carry on the business in which it is now engaged; ii. Auxer is and will be duly qualifxxx xo transact the business in which it is engaged and is not required to register to do business in any other jurisdiction; iii. The authorized and outstanding capital stock of Auxer is as set forth xx xxe Agreement and all the outstanding shares of the capital stock of Auxer are validly authorized, vaxxxxx issued, fully paid and nonassessable; iv. All necessary corporate proceedings of Auxer have been duly taken to authorize the execution, delivery and performance of the Agreement by Auxer; v. Auxer has all xxxxxsite corxxxxxx xxxer and authority to execute, deliver and perform the Agreement and the Agreement has been duly authorized, executed and delivered by Auxer, constitutes the legal, valid and binding obligation of Auxer, and (subject to applicablx bankruptcy, insolvency and other laws affecting the enforceability of creditors' rights generally) is enforceable as to Auxer in accordance wixx xxs terms; vi. The execution, delivery and performance of the Agreement by Auxer will not violate xx xesult in a breach of any term of Auxer's certificate of xxxxxxoration or of its by-laws or violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, entitle any party to rights or privileges that did not exist immediately before the Agreement was executed under, or create any obligation on the part of Auxer under the terms of any agrxxxxxt that did not exist immediately before the Agreement was executed; vii. After reasonable investigation, Counsel has no actual knowledge of any consent, authorization, approval, order, license, certificate or permit of or from or declaration or filing with any federal, state, local or other governmental authority or any court or other tribunal which is required of Auxer for the execution, deliverx xx performance of the Agreement by Auxer. viii. After reasonaxxx xnvestigation, Counsel has no actual knowledge of any litigation, arbitration, government or other proceeding (formal or info...
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Related to Opinion of Auxer's Counsel

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

  • Opinion of Seller's Counsel Buyer shall receive an opinion of the Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel.

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

  • 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.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

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

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, 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 its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

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