Opinion of Buyer Counsel Sample Clauses

Opinion of Buyer Counsel. The Company shall have received an opinion dated as of the Closing Date from counsel to Buyer in form and substance reasonably acceptable to the Company.
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Opinion of Buyer Counsel. The Buyer shall have delivered to the Company the opinion of Skadden, Arps, Slate, Meagxxx & Xlom XXX, or other counsel for the Buyer reasonably acceptable to the Company, dated the Closing Date covering the matters set forth on Exhibit G hereto.
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Opinion of Buyer Counsel. Seller shall have received an opinion of Buyer Counsel, counsel to Buyer, dated as of the Effective Time, in form reasonably acceptable to Seller, as to the matters set forth in Exhibit 4.
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Opinion of Buyer Counsel. At the Closing, legal counsel to Buyer and Acquisition Corp. shall have delivered to Seller the legal opinion in the form of Exhibit E-2.
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Opinion of Buyer Counsel. The Seller shall have received a favorable opinion, dated as of the Closing Date, from Xxxxx, Xxxxxxxx & Xxxxx, P.C., counsel for Buyer, in form and substance satisfactory to the Seller, to the effect that (i) Buyer has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware; (ii) all corporate proceedings required to be taken by or on the part of the Buyer to authorize the execution of this Agreement, the Lease Agreement, the Noncompetition Agreement and the implementation of the transactions contemplated hereby and thereby, have been taken; and (iii) this Agreement, the Lease Agreement and the Noncompetition Agreement have been duly executed and delivered by, and are the legal, valid and binding obligations of Buyer and are enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by (a) equitable principals of general applicability of (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (x) certificates of public officials and of officers or Buyer as to the matters of fact and (y) the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to the Seller, as to matters other than federal or Texas law.
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Opinion of Buyer Counsel. Seller shall have received an opinion dated the Closing Date of Xxxxxxx Xxxxx & Xxxxx LLP, counsel to Buyer, substantially in the form of Exhibit 8.3.3.
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Opinion of Buyer Counsel. Seller shall have received an opinion ------------------------ from Fenwick & West LLP, counsel for Buyer, dated as of the date of the Closing, in the form attached hereto as Exhibit 8. ---------
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Opinion of Buyer Counsel. The Company shall have received from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. counsel to Buyer and Merger Sub, an opinion in substantially the form of Exhibit J attached hereto, addressed to Company, the Stockholder Representative and the Stockholders and dated the Closing Date.
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Opinion of Buyer Counsel. An opinion of Gxxxxxxxx Traurig, LLP, special counsel for Buyer, dated the Closing Date, in substantially the form of Exhibit 3.5(b)(vi).
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Related to Opinion of Buyer Counsel

  • Opinion of Buyer's Counsel Seller and the Signing Stockholders 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 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.

  • 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 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 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.

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion of Xxxxx Xxxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

  • 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).

  • Option Closing Date Opinion of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinion of counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsel in its opinion delivered on the Closing Date.

  • Closing Date and Option Closing Date Opinion of Counsel On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of GM, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to BM, confirming as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM in their opinion delivered on the Effective Date.

  • Opinion of Tax Counsel On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Manager a written opinion of Hxxxxxxx LLP, tax counsel for the Company and the Operating Partnership, or other counsel satisfactory to the Manager, in form and substance satisfactory to the Manager and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager with a Reliance Letter to the effect that the Manager may rely on a prior opinion delivered under this Section 7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).