Common use of Opinion of Buyer's Counsel Clause in Contracts

Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph of Business Law (1991), in form and substance reasonably satisfactory to Shareholders and their counsel to the effect that: (1) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2) Buyer has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Buyer at Closing and to consummate the transactions contemplated on the part of Buyer hereby and thereby; Buyer has taken all action required by law, and its Charter and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Buyer at Closing constitute the valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders Seller an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph Section of Business Law (1991), in form and substance reasonably satisfactory to Shareholders Seller and their its counsel to the effect that: (1a) Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Tennessee Delaware and has all requisite corporate power and corporate authority to own, operate operate, and lease its properties and assets and to carry on its business as now conducted. (2b) Buyer has the corporate power and corporate authority to execute, deliver deliver, and carry out the terms of this Agreement and all documents and agreements delivered by Buyer at Closing and to consummate the transactions contemplated on the part of Buyer hereby and therebyClosing; Buyer has taken all action required by law, and by its Charter Certificate of Incorporation and Bylaws, to authorize such execution, delivery delivery, and consummation of this Agreement, ; and this Agreement, and all other agreements delivered by Buyer at Closing constitute the valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally generally, and by general principles of equity.

Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders Seller an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph Section of Business Law (1991), in form and substance reasonably satisfactory to Shareholders Seller and their its counsel to the effect that: (1a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee Delaware and has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2b) Buyer has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Buyer at Closing and to consummate the transactions contemplated on the part of Buyer hereby and thereby; Buyer has taken all action required by law, and its Charter Certificate of Incorporation and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Buyer at Closing constitute the valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Opinion of Buyer's Counsel. At the Closing, Buyer shall will deliver to Shareholders Shareholder an --------------------------- opinion of Harwxxx Xxxaxx Xxxxxxx Xxxxxx Xxxx Xxxxxxx & XannerManner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph Section of Business Law (1991), in form and substance reasonably satisfactory to Shareholders Shareholder and their its counsel to the effect that: (1) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2) Buyer has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Buyer at Closing and to consummate the transactions contemplated on the part of Buyer hereby and thereby; Buyer has taken all action required by law, and its Charter and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Buyer at Closing constitute the valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph of Business Law (1991), in form and substance reasonably satisfactory to Shareholders and their counsel to the effect that: (1) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2) Buyer has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Buyer at Closing and to consummate the transactions contemplated on the part of Buyer hereby and thereby; Buyer has taken all action required by law, and its Charter Certificate of Incorporation and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Buyer at Closing constitute the valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph Section of Business Law (1991), in form and substance reasonably satisfactory to Shareholders and their counsel to the effect that: (1) Buyer is a corporation and Parent are corporations duly organized, validly existing and in good standing under the laws of the State of Tennessee Delaware and has have all requisite corporate power and corporate authority to own, operate and lease its their properties and assets and to carry on its business their businesses as now conducted. (2) Buyer has and Parent have the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Buyer and Parent at Closing and to consummate the transactions contemplated on the part of Buyer and Parent hereby and thereby; Buyer has and Parent have taken all action required by law, and its Charter their Certificate of Incorporation and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Buyer and Parent at Closing constitute the valid and binding obligations of Buyer and Parent enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders Sellers an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph Section of Business Law (1991), in form and substance reasonably satisfactory to Shareholders Sellers and their its counsel to the effect that: (1a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee Delaware and has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2b) Buyer has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Buyer at Closing necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Buyer hereby and thereby; Buyer has taken all action required by law, and its Charter and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Buyer at Closing constitute the valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.