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 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. The Corporation shall have received an opinion dated as of the Closing Date from counsel to the Purchaser, Perley-Robertson, Hill & McDougall LLP, in form and substance acceptablx xx xxx Xxxxxxxtion and xxx xxxxxel, acting reasonably.
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. 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. 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.
Opinion of Counsel for Purchaser. The Vendor shall have received an opinion dated the Closing Date, from counsel for the Purchaser substantially in the form attached as Schedule 9.4.
Opinion of Counsel for Purchaser. The Shareholder shall have received -------------------------------- an opinion of Xxxxx, Xxxx & Heyburn, counsel for Purchaser and Guarantor, dated the Closing Date, substantially in the form attached hereto as Annex 8.2.
Opinion of Counsel for Purchaser. Powell, Goldstein, Xxxxxx & -------------------------------- Xxxxxx, LLP, or other independent, counsel to Purchaser specially engaged with respect to such matter, shall have delivered to Seller a written opinion, dated the date of Closing, in form and substance reasonably satisfactory to Seller's counsel, but subject to customary assumptions and qualifications, to the following effect:
(a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is duly authorized to
(b) Purchaser has the requisite power to carry on its business as it is now being conducted and to perform its obligations under the Agreement and the Purchaser's Documents.
(c) The execution and delivery by Purchaser of this Agreement and the other Purchaser's Documents do not, and if Purchaser were now to perform its obligations under this Agreement and such other Purchaser's Documents, such performance would not result in any (i) violation of Purchaser's organizational documents, (ii) violation of any existing federal or state constitution, statute, regulation, rule, order or law to which Purchaser is subject, (iii) breach of or default under any material written agreements to which, to such counsel's knowledge, Purchaser is a party or which, to such counsel's knowledge, Purchaser is bound, or (iv) violation of any judicial or administrative decree, writ, judgment or order to which, to such counsel's knowledge, Purchaser is subject.
(d) To such counsel's knowledge, no legal action or proceeding against Purchaser is pending or overtly threatened by written communication which, if successful, would prohibit the consummation or require the rescission of the transactions contemplated by the Agreement.
(e) The Agreement and the other Purchaser's Documents have been duly executed and delivered by Purchaser and they constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their respective terms.
(f) The consummation of the transactions as contemplated by the Agreement do not require the filing of any notification or report under or in connection with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (g) Assuming (i) that Purchaser hires, and does not within ninety (90) days after the Closing Date cause an "employment loss" (as defined under WARNA) of the Hired Employees other than those employees set forth on Schedule 7.1 of the Agre...
