Opinion of Citadel's Counsel Sample Clauses

Opinion of Citadel's Counsel. The Stockholder shall have received an opinion of counsel for Citadel, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholder, as to the matters set forth on Exhibit D hereto.
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Opinion of Citadel's Counsel. Sellers and Stockholders shall have received an opinion of counsel for Citadel, dated the date of the Closing, in form and substance reasonably satisfactory to Sellers and Stockholders, to the effect that: (a) Citadel is a corporation validly existing under the laws of the State of Nevada. (b) Citadel is duly qualified to do business as a foreign corporation under the law of the States of Tennessee and Alabama. (c) Citadel has the corporate power and authority to execute and deliver this Agreement and each of the other documents and instruments required to be executed or delivered by Citadel in connection with the transactions contemplated hereby (collectively with this Agreement, the "Citadel Transaction Documents") and to perform its obligations hereunder and thereunder. 42 <PAGE> 44 (d) Citadel has duly authorized, by all necessary corporate action, the execution and delivery of the Citadel Transaction Documents and the performance of its obligations thereunder. (e) Each of the Citadel Transaction Documents has been duly executed and delivered by Citadel, and constitutes a valid and binding obligation of Citadel, enforceable against Citadel in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights and by limitations on the availability of equitable remedies. (f) Neither the execution and delivery of the Citadel Transaction Documents by Citadel, nor the consummation of the transactions contemplated thereby by Citadel, (i) violates or will violate any provision of the Articles of Incorporation or Bylaws of Citadel; (ii) violates or will violate any law, rule or regulation or, to the Knowledge of such counsel, any writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority; or (iii) to the Knowledge of such counsel, violates or will violate, or conflicts with or will conflict with or will result in any breach of any of the terms of, or constitutes or will constitute a default under, or results or will result in the termination of or the creation or imposition of any Lien pursuant to, the terms of any contract, commitment, agreement, understanding or arrangement of any kind to which Citadel is a party or by which Citadel or any of the assets of Citadel is bound and which is set forth on Citadel's Disclosure Schedule. Nothing contained in this Section 12.1 shall require an opinion by such couns...
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Opinion of Citadel's Counsel. Sellers shall have received an opinion of counsel for Citadel, dated the date of the Closing, in form and substance satisfactory to Sellers, to the effect that:
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Opinion of Citadel's Counsel. The Partners shall have received an opinion of counsel for Citadel, dated the Closing Date, in form and substance reasonably satisfactory to the Partners, as to the matters set forth on Exhibit C hereto.
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Related to Opinion of Citadel's 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.

  • 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 the Company's Counsel The Purchaser shall have received from Company counsel, in a form satisfactory to the Purchaser and its counsel, an opinion dated the Closing Date.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such 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 Counsel to Buyer The Sellers shall have received an opinion of counsel to Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Sellers.

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