Opinion of Counsel for Buyer. An opinion of counsel from Buyer dated as of the Closing, in form and substance reasonably satisfactory to Seller's counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that:
(1) Buyer is (i) duly incorporated, validly existing, and in good standing under the laws of the State of Ohio, (ii) not required to be so qualified in any other jurisdiction, and (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the corporate power and authority to execute, deliver and perform this Agreement and all other agreements contemplated hereby.
(2) Buyer has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken.
(3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable.
(4) This Agreement and all agreements related to this Agreement have been duly executed and delivered by Buyer and constitute the legal, valid, and binding agreement of Buyer enforceable in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the government.
(5) To the best of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, o...
Opinion of Counsel for Buyer. Seller shall have received the favorable opinion of counsel to Buyer, dated the Closing Date, as provided in Section 3.5;
Opinion of Counsel for Buyer. The Seller shall have received a favorable opinion from counsel for the Buyer dated the date of the Closing, in form satisfactory to counsel for the Seller, to the effect that:
1. The Buyer is a corporation, duly organized and legally existing in good standing under the laws of the State of Delaware, and it has the corporate power and authority to carry on its business as now being conducted and to carry out the transactions and agreements contemplated hereby.
2. All corporate and other proceedings required to be taken by or on the part of the Buyer in order to authorize it to perform its obligations hereunder have been duly and properly taken, including any necessary approval or authorization by the Board of Directors of the Buyer.
3. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid, enforceable and binding obligation of the Buyer pursuant to the terms of this Agreement.
4. Except as otherwise disclosed in this Agreement, said counsel does not know of any action, suit, investigation or other legal, administrative or arbitration proceeding which questions the validity or enforceability of this Agreement or of any action taken or to be taken pursuant to or in connection with this Agreement or any agreement contemplated herein.
5. The execution and performance of this Agreement by the Buyer will not violate: (i) the Articles of Incorporation or the By-Laws of the Buyer; or (ii) any order of any court or other agency of government known to said counsel.
Opinion of Counsel for Buyer. Seller shall have received an opinion of Ellenoff Xxxxxxxx & Schole LLP, counsel for Buyer, dated the Closing Date, in form and substance satisfactory to Seller and its counsel.
Opinion of Counsel for Buyer. The Sellers and Corum shall have ---------------------------- received from Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, as counsel for Buyer, an opinion dated the date of the Closing in form and substance reasonably satisfactory to the Sellers, to the effect set forth in Exhibit D. ---------
Opinion of Counsel for Buyer. Seller shall have received from Xxxxxxx X. Xxxxxx, attorney at law, as counsel for buyer, an opinion, dated the closing date, in form and substance reasonably satisfactory to seller and its counsel.
Opinion of Counsel for Buyer. 77 11.5.Litigation................................................78 11.6.Consents and Approvals....................................78 11.7.Employment Agreements.....................................78
Opinion of Counsel for Buyer. 38 ARTICLE X
Opinion of Counsel for Buyer. Sommer & Schneider LLP, counsel to Buyer, shall have dxxxxxxed xx Xxxxxx a written opinion, dated the Closing Date, in the form of Exhibit E hereto with only such changes as shall be in form and substance reasonably satisfactory to Seller and its counsel.
Opinion of Counsel for Buyer. Seller shall have received an opinion of counsel for Buyer, M. Xxxxx Xxxxxx, Esq., substantially in the form of EXHIBIT A hereto and otherwise in form and substance reasonably satisfactory to and addressed to Seller and dated the Closing Date. In rendering such opinion, counsel may rely upon certificates of public officials and upon certificates of officers of Buyer as to factual matters and on opinions of other counsel of good standing whom such counsel believes to be reliable as to matters with respect to which the laws of jurisdictions other than Delaware and California are applicable.
