Opinion of Counsel for Organitech Sample Clauses

Opinion of Counsel for Organitech. The Organitech Shareholders shall have delivered to Incubate an opinion of their Israeli counsel, dated the Closing Date [in the form, scope and substance reasonably satisfactory to Incubate and containing opinions to the effect that: 7.7.1. Organitech is a corporation duly incorporated, validly existing and in good standing under the laws of Israel; 7.7.2. Organitech and the Organitech Shareholders have the right, power, authority and capacity to enter into this Agreement and to perform their respective obligations under this Agreement, and the Organitech Shareholders have the right, power, authority and capacity to sell, assign, transfer, convey and deliver the Organitech Group Shares to Incubate pursuant to this Agreement; 7.7.3. The execution, delivery and performance of this Agreement by Organitech and the Organitech Shareholders, will not contravene any provision of Organitech's [Charter documents] and will not result in a breach of, or constitute a default under, any agreement or other document to which Organitech or the Organitech Shareholders is a party or by which Organitech or the Organitech Shareholders are bound and of which such counsel has knowledge, or any decree, order or rule of any domestic or foreign court or governmental agency or any provision of applicable law known to such counsel to be binding on Organitech or the Organitech Shareholders on any of the Organitech Group Shares or any of Organitech's assets, or result in the creation or imposition of any mortgage, Lien, assessment, encumbrance, or restriction of any nature on any of the Organitech Group Shares or any of Organitech's assets or give to others any interest or rights therein or create in any third party the right to modify, terminate or accelerate (or to make a claim for damages in respect of) any instrument or contract to which Organitech or the Organic Shareholders are a party or by which Organitech or the Organitech Shareholders is bound and of which such counsel has knowledge; 7.7.4. This Agreement constitutes the valid and binding obligation of Organitech and the Organitech Shareholders, enforceable against each of them in accordance with their terms, subject to bankruptcy, reorganization, moratorium, insolvency or other laws and decisions affecting creditors' rights generally, public policy considerations and general equity principles. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate and shareholder action...
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Related to Opinion of Counsel for Organitech

  • 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 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.

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  • 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 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.

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  • 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 the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • 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 of Counsel for Initial Purchasers If requested by the Representatives, the favorable opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, 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(b) hereof.

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