OPINION OF COUNSEL FOR FIRST AMERICAN Sample Clauses

OPINION OF COUNSEL FOR FIRST AMERICAN. Buyer shall have received an opinion of counsel for First American, dated the Closing Date in form and substance satisfactory to Buyer, to the effect that: (i) First American is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and has the power and authority to own, lease, operate and sell its properties and to carry on its businesses as it is presently conducted. (ii) The authorized capitalization of First American consists of ________ shares of common stock, $2.50 par value, of which 102,940 are validly issued and outstanding, fully paid and nonassessable. (iii) This Agreement has been duly executed and delivered by First American, and is a valid, legally binding and enforceable obligation as the same may be limited or otherwise affected by applicable bankruptcy, reorganization, moratorium, and other similar laws affecting the rights of creditors generally; provided, however, that no opinion need be rendered as to whether a court would grant specific performance or any other equitable remedy with respect to the enforcement of any provision of this Agreement; (iv) The execution, delivery, and performance of this Agreement by First American and the consummation of the transactions contemplated hereby do not conflict with or result in a breach or termination of any provision of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of assets of First American pursuant to the corporate charter or by-laws of First American, or, to such counsel's knowledge, pursuant to any indenture, mortgage, deed of trust, lease, contract, agreement, or other instrument, or any governmental approval, authorization, certificate, consent, license, order, or permit, or any judgment, award, decree, statute, ordinance, regulation, or any other restriction of any kind or character, to which First American is a party or by which or pursuant to which First American or any of their assets may be bound; (v) Except as disclosed in therein, to the knowledge of such counsel, there are no actions, suits, or proceedings at law or in equity by or before any federal, state, municipal, or other governmental or non governmental department, commission, board, bureau, agency, or instrumentality, pending or threatened against or affecting First American or wherein an unfavorable decision, ruling, or finding would adversely affect the consummation of the transactions contemplated by this Agreem...
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Related to OPINION OF COUNSEL FOR FIRST AMERICAN

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • 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 Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • Opinion of Counsel for Underwriter The opinion of Xxxxxx Price P.C., counsel for the Underwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

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