Opinion of Counsel for Seller. Buyer shall have received an opinion of Akerman Senterfitt counsel for Seller, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel, to the effect that:
(i) Each of Seller and its subsidiaries is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of its organization and has the power and authority under the laws of such state to own, lease, and operate its properties, to carry on its business as then being conducted, and to consummate the transactions contemplated hereby;
(ii) all necessary proceedings of the Board of [Directors] [Managers] and the members of Seller to approve and adopt this Agreement and to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly taken;
(iii) Seller has the corporate power and authority and each Designated Member has the power to execute and deliver this Agreement, and this Agreement has been duly authorized, executed, and delivered by each of them and constitutes the legal, valid, and binding obligation of each of them;
(iv) such counsel knows of no actions, suits, or proceedings pending or threatened against Seller or any of its subsidiaries or any Designated Member at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality that would result in a breach of the representation and warranty set forth in Section 4.1(k) of this Agreement; and
(v) the consummation of the transactions contemplated by this Agreement will not violate or result in a breach of or constitute a default by Seller or any of its subsidiaries or any Designated Member under any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, award, ordinance, regulation, or any other restriction of any kind or character known to such counsel, to which Seller or any of its subsidiaries or any Designated Member is a party or by which any of them are bound. With respect to the opinions expressed pursuant to clauses (iv) and (v) above, such opinion may be based upon a certificate or certificates of an officer or officers of Seller or its subsidiaries or any Designated Member and such other matters as such counsel deems appropriate, and such counsel may rely on opinions of other counsel reasonably satisfactory to Buyer, which opinion is...
Opinion of Counsel for Seller. Outside counsel for Seller shall have delivered to Buyer its opinion, dated the Closing Date, in the form of Exhibit 7.1.6;
Opinion of Counsel for Seller. Buyer shall have received the favorable opinion of counsel to Seller, dated the Closing Date, as provided in Section 3.5;
Opinion of Counsel for Seller. Buyer shall have received from ----------------------------- counsel to Seller and the Stockholders, an opinion dated the Closing Date in the form set forth in Exhibit B hereto. ---------
Opinion of Counsel for Seller. Xxxxxx, Xxx & Xxxxxx & Co., counsel for Seller, shall have delivered to Buyer a written opinion, dated the Closing Date, in a form to be agreed prior to the Closing.
Opinion of Counsel for Seller. Buyer shall have received an opinion of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for Seller, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel.
Opinion of Counsel for Seller. The Seller shall have furnished the Purchaser with an opinion of counsel for the Seller in form and substance reasonably satisfactory to the Purchaser's counsel to the effect that (I) the representations and warranties contained in Sections 15.1 and 15.2 are true; and (ii) the instruments of conveyance and transfer to be delivered to the Purchaser at Closing are effective to vest in the Purchaser all of the Seller's right, title and interest in and to the Assets.
Opinion of Counsel for Seller. Exhibit 7.
Opinion of Counsel for Seller. Buyer shall have received an opinion of counsel for Seller, Xxxxxx, Xxxx & Xxxxxxxx LLP, substantially in the form of EXHIBIT B hereto and otherwise in form and substance reasonably satisfactory to and addressed to Buyer and dated the Closing Date. In rendering such opinion, counsel may rely upon certificates of public officials and upon certificates of officers of Seller 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 or California are applicable.
Opinion of Counsel for Seller. Buyers shall have received the ----------------------------- opinion, dated the Closing Date, of Xxxxxxx, Carton & Xxxxxxx, counsel for Seller, the substance of which is substantially as set forth on Schedule 9.5. ------------
