Opinion of Counsel for the Seller. Simultaneously with the execution of this Agreement, Buyer is receiving from Jxxxx X. Xxxxxxx, Esq., counsel for the Seller, a favorable opinion, dated the date hereof, to the effect that: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite power to carry on its business as now being conducted and to execute, deliver and perform this Agreement; (b) Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned, operated or leased by it makes such qualification necessary; (c) this Agreement has been duly authorized by all necessary corporate action on the part of the Seller, has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller in accordance with its terms; (d) the Shares have been duly authorized and are validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (e) the Reevaluation Shares have been duly authorized and validly reserved for issuance upon reevaluation of the 1987 Assets, and will be, if and when issued upon such reevaluation, duly authorized and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (f) no authorization, approval, consent or order of any court or tribunal or any Federal, state or governmental body and no consent, approval or authorization of any person (including the stockholders of the Seller) is required in connection with the execution, delivery and performance by Seller of this Agreement, the issuance, sale and delivery of the Shares and the Reevaluation Shares, and the consummation of the transactions contemplated hereby; (g) neither the execution, delivery or performance by Seller of this Agreement, nor compliance by Seller with the terms and provisions hereof, will conflict with, or result in breach of the terms, conditions or provisions of, or will constitute a default under, the Certificate of Incorporation or By-laws of Seller or any agreement or instrument known to such counsel to which Seller is a party or by which Seller or any of its properties or assets is bound; (h) there are no actions, suits or proceedings pending or, to the knowledge of such counsel, threatened against the Seller before any court or administrative agency, which, if adversel...
Opinion of Counsel for the Seller. The Buyer shall have received an opinion dated the Closing Date of Xxxxxx, Xxxxxxxx & Xxxxxxx, counsel for the Seller, satisfactory to the Buyer in the form of Exhibit 9.4. In providing such opinion, Xxxxxx, Xxxxxxxx & Xxxxxxx may rely on the opinion(s) of other counsel reasonably satisfactory to the Buyer.
Opinion of Counsel for the Seller. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of the Callister, Nebeker & McCullough, coxxxxx xxx txx Sexxxx, xx xorm and substance satisfactory to counsel for the Underwriters.
Opinion of Counsel for the Seller. Fiserv and Buyer shall have received the favorable opinion of counsel to the Seller, dated the Closing Date, substantially in the form and to the effect set forth in Exhibit E annexed hereto, which counsel may be in-house counsel of Seller.
Opinion of Counsel for the Seller. The Buyer shall have received an opinion, dated the Closing Date, from Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, counsel to the Seller, addressed to the Buyer and, if requested by the Buyer, to the Financing Sources, in the form attached as Exhibit D.
Opinion of Counsel for the Seller. The Buyer shall have received from Wilson and Barrows, Ltd. a written opinion, dated as of the Xxxxxxg Datx, xxxxessed to Buyer, in the form attached as Exhibit B hereto.
Opinion of Counsel for the Seller. The Purchaser shall have received an opinion of Cox, Xxdgxxx & Xiarmarco, P.C., counsel for the Seller, dated the Closing Date, in the form and to the effect set forth in Exhibit E annexed hereto.
Opinion of Counsel for the Seller. Norman, Thrall, Angle & Guy, counsel for Seller, shall have delivered to Buyer their favorable opinion, dated the Closing Date and in the form set forth in Exhibit 6.1.2;
Opinion of Counsel for the Seller. The Buyer shall have received an opinion of Ashcraft & Ashcraft, Ltd., counsel for the Seller, xxxxx xxe Cxxxxxx Xate, in the form attached hereto as EXHIBIT "I" and made a part hereof.
Opinion of Counsel for the Seller. Restoration shall have received from Xxxxxxxx, Xxxxx & Xxxxxxxxx LLP, as Seller's counsel for the transaction, an opinion, dated the Closing Date, in form and substance reasonably satisfactory to Restoration and its counsel, to the effect set forth in Exhibit B hereto. ---------
