Opinion of Counsel for Purchaser. Seller shall have received the favorable opinion of Purchaser's counsel, dated the Closing Date, in substantially the form set forth in Exhibit 6.5 attached to this Agreement.
Opinion of Counsel for Purchaser. The Vendors shall have received an opinion dated as of the Closing Date from counsel to the Purchaser, in form and substance acceptable to the Vendors and their counsel, acting reasonably.
Opinion of Counsel for Purchaser. The Purchaser shall have furnished the Seller with an opinion of counsel in form and substance reasonably satisfactory to the Seller's counsel to the effect that the representations and warranties contained in Sections 16.1 and 16.2 are true.
Opinion of Counsel for Purchaser. Counsel for Purchaser shall have delivered to Seller a written opinion, dated the Closing Date, in form and substance reasonably satisfactory to Seller and its counsel.
Opinion of Counsel for Purchaser. Purchaser shall deliver an opinion of Mattxxxx xxx Branxxxxx xxxed as of the Closing Date, in form and substance satisfactory to Seller and Sellers' counsel, subject to reasonable qualifications and exceptions, to the effect that:
(a) Purchaser is a corporation duly settled and validly existing under the laws of the State of Texas and has the power and authority to execute, deliver and perform this Agreement.
(b) This Agreement and all instruments and agreements executed and delivered by or on behalf of Purchaser pursuant to this Agreement have been duly authorized by all necessary action on the part of Purchaser and have been duly executed and delivered by Purchaser and constitute the valid and binding obligations of Purchaser enforceable against it in accordance with their terms.
(c) The consummation of the transactions contemplated by this Agreement will not conflict with the terms, conditions or provisions of the trust agreement under which Purchaser is organized and will not, to the knowledge of such counsel, (i) violate any statute, regulation, judicial or administrative order, writ, judgment, Injunction or decree involving Purchaser; (ii) conflict with, require a consent, approval or authorization under, result in a breach of or constitute a default under any agreement by which Purchaser is bound; or (iii) terminate or give any party the right to terminate or accelerate any obligation under such agreements.
(d) The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not require any consent, approval or authorization of any federal or state governmental authority or, to counsel's knowledge, any other person.
Opinion of Counsel for Purchaser. Seller shall have received, on or before the first Sale Date, an opinion of the in-house counsel of Purchaser (or of a law firm reasonably acceptable to Seller) dated as of the first Sale Date, in form and substance satisfactory to Seller in the exercise of its reasonable discretion, to the effect that: (a) Purchaser is a corporation validly existing and in good standing under the laws of its state of organization; (b) Purchaser has all requisite corporate power, authority and capacity to enter into the Transaction Agreements and to perform the obligations required of it thereby; (c) the execution and performance by Purchaser of the Transaction Agreements, Purchaser’s compliance with the terms thereof and the consummation of the transactions contemplated thereby do not and will not conflict with any of the terms of Purchaser’s Certificate of Incorporation or Bylaws or any similar corporate documents of Purchaser, or, as to the attorney’s knowledge, any material contract or agreement, order or decree to which Purchaser is subject or by which it is bound; (d) the Transaction Agreements have been duly executed by Purchaser and each is the valid and legally binding obligation of Purchaser enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance of contracts; and (e) to the knowledge of such counsel, there is no litigation proceeding or governmental investigation existing, pending or threatened, or any order, injunction or decree outstanding against or relating to Purchaser that is reasonably expected to have a material adverse effect upon the Servicing Rights and that has not been disclosed by Purchaser to Seller on Schedule 6.06 hereto.
Opinion of Counsel for Purchaser. The Purchaser shall have received from Skadden, counsel for the Purchaser, such opinion or opinions, dated such Closing Date, with respect to such matters as the Purchaser may require, and the Guarantor and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
Opinion of Counsel for Purchaser. Jenkens & Gilcxxxxx, X Professional Corporation, counsel for Purchaser, shall have delivered to Seller a written opinion, dated the Closing Date, in the form of EXHIBIT B with only such changes as shall be in form and substance reasonably satisfactory to Seller and its counsel.
Opinion of Counsel for Purchaser. Purchaser shall deliver to the Shareholders an opinion of counsel (“Purchaser’s Counsel”) for the Purchaser, in the form of Exhibit 6.03 dated the Closing Date, to the effect that:
(a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power to carry on the business in which it is engaged;
(b) The shares of Purchaser Common Stock to be delivered to the Shareholders hereunder will have been duly authorized and validly issued, and will be fully paid and non-assessable;
(c) The Amended and Restated Certificate of Incorporation, the Bylaws, the minutes, share certificates and any contracts to which Purchaser is a party do not prevent Purchaser from delivering good title to the shares of its shares of common stock pursuant to the terms of this Plan of Reorganization;
(d) This Plan of Reorganization is the valid and binding obligation of the Purchaser, in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditor's rights;
(e) Purchaser's Counsel has no knowledge of any facts that might adversely affect the title of the Shareholders to the shares of Purchaser Common Stock to be delivered pursuant to the terms of this Plan of Reorganization. Purchaser's Counsel has no knowledge of any defects or limitations on the title of Purchaser to any of its assets or properties; and
(f) Purchaser's Counsel has no knowledge of any material litigation, or governmental investigation or labor dispute pending or threatened against Purchaser, its business or properties. In rendering the opinion specified in this paragraph, Purchaser's Counsel may rely on certificates of public officials, certificates of officers of Purchaser, and any other evidence that Purchaser's Counsel deems appropriate.
Opinion of Counsel for Purchaser. The Vendor shall have received an opinion dated the Closing Date from counsel for the Purchaser, Osler, Xxxxxx & Harcourt LLP, in form satisfactory to the Vendor, acting reasonably.
