Common use of Opinion of Counsel for Seller Clause in Contracts

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 delivered in connection with this Agreement.

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 thatthat to the best of such counsel's knowledge, based on due inquiry: (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 incorporation and has the corporate 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 transaction contemplated hereby; (ii) all necessary corporate proceedings of the Board of [Directors] [Managers] Directors and the members shareholders 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 it and constitutes the its legal, valid, and binding obligation obligation, except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principals of each of themequity; (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 material 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 clause (iv) and (v) above, such opinion may be based upon a certificate or certificates of an any 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 delivered in connection with this Agreement.

Opinion of Counsel for Seller. Buyer shall have received an opinion of Akerman Senterfitt from counsel for Seller, Seller dated as of the Closing DateClosing, in form and substance reasonably satisfactory to Buyer and its Buyer's counsel, and where appropriate with reliance upon a certificate from Seller or the Corporations to the effect that: (1) Corporation is (i) Each of Seller duly formed and its subsidiaries is validly existing as a limited liability company duly organizedbusiness corporation under the Illinois Business Corporation Act, validly existing, and (ii) in good standing as a business corporation under the laws of the state State of Illinois, (iii) duly empowered and authorized to hold and own its organization own properties 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 now conducted and as proposed to be conducted; and (iv) is no longer organized as a service corporation under Illinois law, and to consummate the transactions contemplated hereby;that Corporation is now a business corporation organized under Illinois law. (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; (iii2) Seller has the corporate full power and authority to execute, deliver and each Designated Member has perform this Agreement and all other agreements and documents contemplated hereby to which Seller is a party and which are necessary to consummate the power contemplated transaction to execute which Seller is a party; and, all action required of Seller necessary for such execution, delivery and deliver performance will have been duly taken. (3) This Agreement and all agreements related to this Agreement to which Seller is a party have been duly executed and delivered by Seller and constitute the valid and binding agreement of Seller enforceable in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Seller of this Agreement, and this Agreement has been duly authorizedthe performance of its obligations thereunder, executeddo not require, any action or consent of any party other than Seller pursuant to any contract, agreement or other understanding of Seller, or pursuant to any order or decree to which Seller is a party or to which his properties or assets are subject and delivered by each will not violate any provisions of them and constitutes the legal, valid, and binding obligation articles of each association or bylaws of them;either Corporation or any order of any court or other agency of the government. (iv4) To the best of such counsel knows of counsel's knowledge, with respect to Seller (except for the matters included in Schedule 3.5 hereto), there are no actions, suits, claims, proceedings or proceedings investigations pending or threatened against Seller or any of its subsidiaries or any Designated Member at law or in equity, or before or by any a federal, state, municipal, municipal or other governmental department, commission, board, bureau, agencyagency or instrumentality, domestic or foreign, or instrumentality that any professional licensing or disciplinary authority which 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 adversely effect the transactions contemplated by this Agreement will not violate or result in a breach of or constitute a default by Seller herein 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 party's right 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 delivered in connection with enter into this Agreement. (5) Seller is not in default with respect to any order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights of Seller to enter into and perform this Agreement.

Opinion of Counsel for Seller. The Buyer shall have received an a ----------------------------- favorable opinion of Akerman Senterfitt from counsel for Seller, the Seller dated the Closing Datedate of the Closing, in form and substance satisfactory to Buyer and its counselcounsel for the Buyer, to the effect that: (ia) Each of Seller and its subsidiaries The Company is a limited liability company corporation, duly organized, validly existing, organized and in good standing legally existing under the laws of the state State of its organization New Jersey, and it has the corporate power and authority under the laws of such state to own, lease, and operate its properties, to carry on its business as then now being conducted, conducted and to consummate the transactions contemplated hereby;own or hold under lease, or otherwise, its assets. (iib) 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 This Agreement has been duly authorized, executed, executed and delivered by each of them the Seller, and constitutes the legal, a valid, enforceable and binding obligation of each of them; (iv) such counsel knows of no actions, suits, or proceedings pending or threatened against the 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 pursuant to the representation and warranty set forth in Section 4.1(k) terms of this Agreement; and. (vc) Except as otherwise disclosed in this Agreement, counsel does not know of any action, suit, investigation or other legal, administrative or arbitration proceeding pending against the consummation Seller or the Company, or which questions the validity or enforceability 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, action taken 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 be taken 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 delivered in connection with this Agreement or any agreement contemplated herein. (d) To the knowledge of such counsel, no consent, authorization, license, franchise, permit, approval or order of any court or governmental agency or body, other than those obtained by Seller and delivered to the Buyer prior to or on the date of the opinion, is required for the sale of the ACRM Common Stock by the Seller pursuant to this Agreement. (e) The execution and performance of this Agreement by the Seller will not violate: (i) the Articles of Incorporation or the By-Laws of the Company, or (ii) any order of any court or other agency of government known to said counsel. (f) The instruments of conveyance and assignments executed by the Seller to the Buyer pursuant to this Agreement are adequate to convey the ownership to the ACRM Common Stock, free and clear of all liens, claims or encumbrances known to such counsel after conducting a UCC-11 lien search with the offices of the Secretary of State for the State of New Jersey, and the offices of the County Clerk for the County of Sussex, in the State of New Jersey. (g) To the knowledge of such counsel (after reasonable investigation), Seller owns all of the issued and outstanding shares of capital stock of the Company.

Opinion of Counsel for Seller. Buyer shall have received from Seller's counsel an opinion of Akerman Senterfitt counsel for (the "Seller's Opinion"), dated the Closing Date, in form and substance satisfactory to Buyer and its respective counsel, to the effect that: (ia) Each of Seller and its subsidiaries is a limited liability company duly organized, validly existing, existing and in good standing under the laws of the state State of its organization Iowa, and Seller 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 (i) consummate the transactions contemplated hereby; by this Agreement, (ii) all necessary proceedings of the Board of [Directors] [Managers] execute and the members of Seller to approve and adopt deliver this Agreement and any other agreements, documents, instruments and certificates required to authorize be delivered by Seller thereby and perform its duties and obligations required to be performed thereunder; and (iii) own and use the execution Real Property as presently conducted. (b) This Agreement is a valid and delivery legally binding agreement of this Agreement Seller and on the Closing Date will be enforceable against Seller in accordance with its terms except to the extent that enforcement thereof may be limited by (a) bankruptcy, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) Except as set forth on Schedule 4.4 of the Real Property Purchase and Sale Agreement, such counsel does not know of any suit, action, arbitration, legal, administrative or other proceeding or governmental investigation pending or threatened against or affecting Seller seeking to enjoin the consummation of the transactions contemplated by this Agreement or if which determined adversely to Seller would have been duly and validly taken;a material adverse effect on Seller or the Real Property. (iiid) Seller has Except as set forth on Schedule 4.5 of the corporate power Real Property Purchase and authority and each Designated Member has the power to execute and deliver this Sale Agreement, and to the knowledge of such counsel, neither the execution nor the delivery of 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) nor the consummation of the transactions contemplated by this Agreement will not violate constitute a default, or result in any event that would with notice or lapse of time, or both, constitute a default, under, or violation or breach of (i) Seller's Articles of Organization, Operating Agreement or constitute a default by Seller or any of its subsidiaries or any Designated Member under any provision of any indenture, mortgagelicense, lienpermit, lease, agreementfranchise, contract, instrument, order, judgment, decree, award, ordinance, regulation, mortgage instrument or any other restriction of any kind or character known to such counsel, material agreement 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 Seller or Seller's properties may be based upon a certificate bound, of which such counsel is aware; (ii) any existing federal or certificates Iowa constitution, statute, regulation or law to which Seller or the Real Property are subject; or (iii) any existing judicial administrative decree, writ, judgment or order to which Seller or the Real Property is subject. (e) To the knowledge of an officer or officers such counsel, except for the approval of the members of Seller and except as set forth on Schedule 4.17, no consent, approval, waiver, license or its subsidiaries authorization by any person, entity or governmental authority under 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 federal or Iowa statute or regulation is delivered required in connection with the execution, delivery and performance by Seller of this Agreement, or any other agreements, documents, instruments and certificates. required to be delivered by Seller thereby.

Opinion of Counsel for Seller. Buyer Purchaser shall have received an opinion of Akerman Senterfitt from counsel for to Seller, dated at least five (5) days prior to the Closing Date, a written opinion letter (which shall be limited to the laws of Nevada), satisfactory to Purchaser and Purchaser's counsel, addressed to Purchaser in form and substance satisfactory to Buyer and its counsel, to the effect that: (ia) Each Seller has the full corporate power and authority to execute and deliver the Documents to be executed by Xxxxxx. (b) The execution, delivery and performance of Seller's obligations under the Documents have been duly authorized by all requisite corporate actions of Seller and its subsidiaries is a limited liability company the Documents, have been (or will be, at Closing) duly organized, validly existing, executed 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;delivered by Seller. (iic) all necessary proceedings of the Board of [Directors] [Managers] The Documents are legal, valid and the members binding obligations of Seller to approve and adopt this Agreement are enforceable against Seller in accordance with their respective terms, except as limited by general equity principles (whether considered in a proceeding at law or at equity) and to authorize by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally. (d) To the best knowledge of counsel after due inquiry, the execution and delivery by Seller of this Agreement the Documents and the consummation by Seller 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 hereby will not violate be or result in a breach violation of any statute or regulation of any governmental authority or of any decree, order, or judgment and will not be or result in a violation or constitute a default by Seller or any of its subsidiaries or any Designated Member ground for revocation under any provision of any indenture, mortgage, lien, leasecontract, agreement, contractindenture, instrument, order, judgment, decree, award, ordinance, regulation, license or any other restriction of any kind or character instrument known to such counsel, counsel to which Seller or any of its subsidiaries or any Designated Member is a party or by which any Seller is bound. (e) The shareholders of them are bound. With respect Seller have approved the transfer of the Business Assets by Seller to the opinions expressed Purchaser pursuant to clauses this Agreement. (ivf) and (v) aboveTo the knowledge of counsel after due inquiry, such opinion may be based upon Xxxxxx is not a certificate or certificates of an officer or officers of Seller or its subsidiaries party to any pending litigation or any Designated Member and such other matters as such counsel deems appropriateproceeding before any court or government department or agency which might affect the subject transaction, and such counsel may rely on opinions does not know of other counsel reasonably satisfactory to Buyerany such threatened litigation or proceeding against Seller, which opinion is delivered except as disclosed in connection with this AgreementSection 4.11.

Opinion of Counsel for Seller. Buyer Purchaser shall have received an opinion of Akerman Senterfitt from counsel for to Seller, dated ten (10) days prior to the Closing Date, a written opinion letter (which shall be limited to the laws of Kansas) addressed to Purchaser in form and substance satisfactory to Buyer and its counsel, to the effect that: (ia) Each Seller has the full corporate power and authority to execute and deliver this Agreement and such other documents contemplated hereby. (b) The execution, delivery and performance of this Agreement and such other documents contemplated hereby have been duly authorized by all requisite corporate actions 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 such other documents contemplated hereby, have been duly executed and delivered by Seller. (c) This Agreement and such other documents as contemplated hereby are legal, valid and binding obligations of Seller and are enforceable against them in accordance with their respective terms, except as limited by general equity principles (whether considered in a proceeding at law or at equity) and by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally. (d) To the knowledge of counsel after due inquiry, the execution and delivery by Seller of this Agreement and the consummation by Seller 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 hereby will not violate be or result in a breach violation of any statute or regulation of any governmental authority or of any decree, order, or judgment and will not be or result in a violation or constitute a default by Seller or any of its subsidiaries or any Designated Member ground for revocation under any provision of any indenture, mortgage, lien, leasecontract, agreement, contractindenture, instrument, order, judgment, decree, award, ordinance, regulation, license or any other restriction of any kind or character instrument known to such counsel, counsel to which Seller or any of its subsidiaries or any Designated Member is a party or by which any Seller is bound. (e) The shareholders of them are bound. With respect Seller have approved the transfer of the Business Assets by Seller to the opinions expressed Purchaser pursuant to clauses this Agreement. (ivf) and (v) aboveTo the knowledge of counsel after due inquiry, such opinion may be based upon Xxxxxx is not a certificate or certificates of an officer or officers of Seller or its subsidiaries party to any pending litigation or any Designated Member and such other matters as such counsel deems appropriateproceeding before any court or government department or agency which might affect the subject transaction, and such counsel may rely on opinions does not know of other counsel reasonably satisfactory to Buyer, which opinion is delivered in connection with this Agreementany such threatened litigation or proceeding against Seller.

Opinion of Counsel for Seller. Buyer Purchaser shall have received received, on or before the first Sale Date, an opinion of Akerman Senterfitt the in-house counsel for Seller, of Seller (or of a law firm reasonably acceptable to Purchaser) dated as of the Closing first Sale Date, in form and substance satisfactory to Buyer and Purchaser in the exercise of its counselreasonable discretion, to the effect that: : (ia) Each of Seller and its subsidiaries is a limited liability company duly organized, corporation validly existing, existing and in good standing under the laws of the its state of its organization organization; (b) Seller has all requisite corporate power, authority and has capacity to enter into 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, Transaction Agreements and to consummate perform the transactions contemplated hereby; obligations required of it thereby; (iic) 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 performance by Seller of this Agreement the Transaction Agreements, Seller’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 Seller’s Certificate of Incorporation or Bylaws or any similar corporate documents of Seller, or, as to the attorney’s knowledge, any material contract or agreement, order or decree to which Seller is subject or by this Agreement which it is bound; (d) the Transaction Agreements have been duly and validly taken; (iii) executed by Seller has the corporate power and authority and each Designated Member has is the power to execute valid and deliver this Agreement, and this Agreement has been duly authorized, executed, and delivered by each of them and constitutes the legal, valid, and legally binding obligation of each Seller enforceable against Seller in accordance with their respective terms, subject to bankruptcy, insolvency are similar laws affecting generally the enforcement of them; creditors’ rights and the discretion of a court to grant specific performance of contracts; and (ive) to the knowledge of such counsel knows of counsel, there is no actionslitigation proceeding or governmental investigation existing, 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, regulationthreatened, or any other restriction of any kind order, injunction or character known decree outstanding against or relating to such counsel, Seller that is reasonably expected to which have a material adverse effect upon the Servicing Rights and that has not been disclosed by 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 Purchaser on opinions of other counsel reasonably satisfactory to Buyer, which opinion is delivered in connection with this AgreementSchedule 5.12 hereto.

Opinion of Counsel for Seller. Buyer Sellers shall have received delivered to Purchaser an opinion of Akerman Senterfitt counsel for Sellertheir counsel, Trenite van Doorne, dated the date of the Closing Date, in form and substance satisfactory to Buyer Purchaser and its counsel, to the effect that: (ia) Each of Seller and its subsidiaries The Company is a limited liability company corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the state Kingdom of its organization and has the power and authority under the laws of such state to own, leaseNetherlands, and operate its properties, the Company is duly qualified and in good standing as a foreign corporation authorized to carry on its transact business as then being conducted, and to consummate own and lease property in each jurisdiction in which the transactions contemplated herebynature of the business conducted by it or the character or location of the properties owned or leased by it requires such qualification in order to avoid liability or disadvantage; (iib) all necessary proceedings of The Company and each Seller have the Board of [Directors] [Managers] right, power, authority and the members of Seller capacity to approve and adopt enter into 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 perform their respective obligations under this Agreement, and each Seller has the right, power, authority and capacity to sell, assign, transfer, convey and deliver the Shares to the Purchaser pursuant to this Agreement has been duly authorized, executed, and delivered by each of them and constitutes the legal, valid, and binding obligation of each of themAgreement; (ivc) such counsel knows The execution, delivery and performance of no actionsthis Agreement by the Company and Sellers will not contravene any provision of the Company's Articles of Incorporation or bylaws as the case may be, 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 and will not 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 of, or constitute a default by Seller under, any agreement or other document to which the Company 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 the Company or any Seller is bound and of which such counsel has knowledge, or any decree, order or rule of any court or Governmental Entity or any provision of applicable law which is binding on the Company or any Seller or on any of them are bound. With respect the Shares or any of the Assets; (d) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate and shareholder action of the Company; (e) The Company's authorized capital stock consists of 20,000 shares of capital stock, and to the opinions expressed pursuant knowledge of such counsel, the Shares are the only shares of capital stock of the Company issued and outstanding. The Shares are owned of record and, to clauses the knowledge of such counsel, beneficially solely by the Sellers. Each of the Shares has been validly issued, fully paid and nonassessable, and except for the Shares, the Company has not issued other shares of capital stock. There are no outstanding warrants, options or other rights, commitments, agreements or understandings to purchase or acquire any shares of capital stock or other equity securities of the Company, and there are no outstanding debt securities of the Company convertible into equity securities or otherwise containing equity provisions; and (ivf) The instruments of transfer delivered by Sellers to Purchaser at the Closing (i) have been duly authorized and executed by and are binding and enforceable against each Seller in accordance with their respective terms, subject to bankruptcy, reorganization, moratorium, insolvency or other laws and decisions affecting creditors' rights generally and to general equity principles, and (vii) 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 assuming the Purchase Price has been paid to Buyer, which opinion is delivered the Sellers in connection accordance with this Execution Agreement, convey good and marketable title in and to the Shares to the Purchasers, free and clear of all Liens.

Opinion of Counsel for Seller. Buyer Seller shall have received caused to be delivered to Buyer an opinion of Akerman Senterfitt counsel for SellerOppenheimer Wolff & Donnelxx, xxxxxxx xxx Xellxx xxx Xompany, dated as of the Closing Date, in form and substance satisfactory to Buyer and its counselBuyer, to the effect that: (ia) Each of Seller and its subsidiaries The Company is a limited liability company corporation duly organized, organized and validly existing, existing and in good standing under the laws of the state of its organization incorporation, and has the all requisite corporate power and authority under the laws of such state to own, lease, own or lease its properties and operate its properties, assets and to carry on its business as then being conducted, and to consummate the transactions contemplated hereby;business. (iib) all necessary proceedings The Seller has full right, power, authority and capacity to make, execute, deliver and perform this Agreement without the approval or consent of any other person. (c) This Agreement and each of the Board of [Directors] [Managers] documents required to be executed and the members of delivered by 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 hereunder have been duly executed and validly taken;delivered and constitute valid, enforceable and legally binding obligations of Seller, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors rights, and subject to the application of general equity principles. (iiid) The common stock being acquired from the Seller has the corporate power and authority and each Designated Member has the power pursuant to execute and deliver this Agreement, and this Agreement has been duly authorizedauthorized by the Company and when paid for as contemplated by Article 2 of this Agreement, executedsuch shares will be acquired free of all claims, and delivered by each of them and constitutes the legal, valid, and binding obligation of each of them;interests or encumbrances. (ive) such counsel knows The performance of no actions, suits, this Agreement by the Seller will not (i) conflict with 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 terms, conditions or provisions of, (ii) constitute a default under, (iii) result in Section 4.1(kthe creation of any lien, mortgage, security interest, charge or other encumbrance upon the Company's capital stock or the Company's assets pursuant to, (iv) of this Agreement; and result in a violation of, or (v) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the consummation Company's Articles of Incorporation, the Company's By-Laws, any law, statute, rule or regulation of the transactions contemplated by this Agreement will not violate United States or result in a breach the State 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, regulationMinnesota, or any other restriction order, judgment or decree to which the Company is subject. (f) There are no (i) subsidiaries of the Company, (ii) securities convertible into or exchangeable or exercisable for shares of the Company's capital stock, or (iii) outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any commitments or claims of any kind or character known to relating to, any such counsel, to which Seller capital stock or any shares of its subsidiaries stock or securities convertible into or exchangeable or exercisable for 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 delivered in connection with this Agreementcapital stock.

Opinion of Counsel for Seller. Buyer shall have received an opinion of Akerman Senterfitt Xxxxxx Xxx, Esq., counsel for Seller, dated the Closing Date, in form with customary assumptions, exceptions, and substance satisfactory qualifications reasonably acceptable to Buyer and its counsel, to the effect that: (i) Each of Seller and its subsidiaries is a limited liability company corporation duly organized, validly existing, and in good standing under the laws of the state jurisdiction of its organization incorporation and has the corporate power and authority under the laws of such state jurisdiction 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 corporate proceedings of the Board of [Directors] [Managers] Directors and the members shareholders 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 Seller and constitutes the legal, valid, and binding obligation of each of themSeller, enforceable against Seller in accordance with its terms; (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(k4.1(h) of this Agreement; and (v) except as listed in the Seller's Disclosure Schedule with respect to consents not obtained, the consummation of the transactions contemplated by this Agreement will not violate the charter or bylaws (or similar constituent documents) of Seller 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. 19 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 delivered in connection with this Agreement.