Opinion of Counsel for Seller. The Buyer shall have received a favorable opinion from counsel for the Seller dated the date of the Closing, in form satisfactory to counsel for the Buyer, to the effect that:
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. The Buyer shall have received a written opinion or opinions of counsel to the Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer.
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. Seller shall cause to be delivered to Purchaser, prior to the Sale and Transfer Date, opinion from counsel to Seller, in form and substance reasonably satisfactory to counsel to Purchaser, to the effect that: (i) Seller has been duly organized and is validly existing in the jurisdiction of its organization; (ii) Seller has full corporate power and authority under its organizational documents to enter into and deliver the Closing Documents and to perform the obligations required of it thereunder, in particular, the power and authority to transfer all right, title, and interest in the Transferred Assets and the Accounts Receivable, (iii) the Closing Documents have been duly authorized, executed and delivered by Seller and do not and will not conflict with any of the terms of Seller’s organizational documents or any other corporate governing instruments and will not conflict with any material agreement, indenture, or other instruments which are binding on Seller, (iv) other than Foreclosure actions in which Seller is the plaintiff, there is no litigation, proceeding, or governmental investigation existing, pending, or threatened, or any order, injunction, or decree outstanding, against or relating to Seller, which is expected to have a material adverse effect upon (a) the rights being transferred to Purchaser hereunder after the Sale and Transfer Date, or (b) the obligations of Seller under the Closing Documents which has not been disclosed by Seller to Purchaser or its counsel in writing, (v) the Closing Documents constitute a legal, valid and binding obligation of Seller, subject to applicable insolvency, bankruptcy reorganization, moratorium or similar laws and principles of equity.
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. 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. ------------
Opinion of Counsel for Seller. Exhibit 7.1.10 Final Soothe® Net Sales Calculation (to be provided at Closing) Execution Version ASSET PURCHASE AGREEMENT This Asset Purchase Agreement, dated as of February 16, 2007, is by and between Alimera Sciences, Inc., a Delaware corporation (“Seller”) and Bausch & Lomb Incorporated, a New York corporation (“Buyer”).
