Common use of Opinion of Counsel for the Seller Clause in Contracts

Opinion of Counsel for the Seller. The Buyer shall have received an opinion of E. Xxxxx Xxxx, Esq., counsel for the Seller, dated the date of the Closing and addressed to the Buyer, to substantially the effect that: i. The Seller, the Guarantor and the Company are corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation and each have all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. ii. The Seller has full corporate power, authority and legal right to execute and deliver, and to carry out the transactions contemplated by, this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto; all corporate actions required to be taken by or on the part of the Seller to authorize it to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby have been duly and validly taken; and this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto have been duly and validly executed and delivered by the Seller and constitute the valid and binding obligations of the Seller enforceable in accordance with their respective terms, subject to bankruptcy, equity, etc. The Guarantor has full corporate power, authority and legal right to execute and deliver the guarantee as set forth on the signature page of this Agreement; all corporate action required to be taken to authorize it to execute and deliver the guarantee have been duly and validly taken; and the guarantee has been duly and validly executed and delivered by the Guarantor and constitutes the valid and binding obligation of the Guarantor enforceable in accordance with its terms, subject to bankruptcy, equity, etc. iii. The execution and delivery by the Seller of this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto, the consummation by the Seller of the transactions contemplated thereby will not conflict with or result in a breach of any provision of the Articles of Incorporation or By-Laws of the Seller or the Company, or violate any court order, writ, injunction or decree applicable to the Seller, the Company or the Shares. iv. There are no actions, suits or proceedings pending or, to the best of such counsel's knowledge, threatened before any court against the Seller which seek to prevent the consummation of the transactions contemplated by this Agreement.

Opinion of Counsel for the Seller. The Buyer shall have received an --------------------------------- opinion of E. Xxxxx Xxxx, Esq., counsel for the SellerSeller and the Shareholders, dated the date of the Closing Date, in form and addressed substance satisfactory to the BuyerBuyer and its counsel, to substantially the effect that: i. (a) The Seller, the Guarantor and the Company are corporations Seller is a corporation duly organized, validly existing and in good standing under the laws of their respective states its jurisdiction of incorporation incorporation; the Seller has all requisite corporate power to enter into this Agreement and each have to perform its obligations hereunder; and the Seller has all requisite corporate power and authority to own, lease and operate its properties as now owned, leased and operated, to carry on its business as now being conducted. ii. (b) The execution, delivery and performance by the Seller has full corporate power, authority and legal right to execute and deliver, and to carry out the transactions contemplated by, of this Agreement and the agreements, other documents and instruments as required hereby to be executed and delivered by the Seller pursuant hereto; all corporate actions required to be taken by or on and the part consummation of the Seller to authorize it to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby have been duly and validly taken; effectively authorized by all necessary corporate action on the part of the Seller. (c) The execution, delivery and performance of this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto have been duly and validly executed and delivered by the Seller and constitute the valid and binding obligations of the Seller enforceable in accordance with their respective terms, subject to bankruptcy, equity, etc. The Guarantor has full corporate power, authority and legal right to execute and deliver the guarantee as set forth on the signature page of this Agreement; all corporate action required to be taken to authorize it to execute and deliver the guarantee have been duly and validly taken; Shareholders and the guarantee has been duly and validly executed and delivered by the Guarantor and constitutes the valid and binding obligation of the Guarantor enforceable in accordance with its terms, subject to bankruptcy, equity, etc. iii. The execution and delivery by the Seller of this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto, the consummation by the Seller of the transactions contemplated thereby will hereby do not require the consent, approval, authorization, license, order or permit of any person or public authority (except those consents, approvals, authorizations, licenses, orders and permits which have been duly obtained, specifying the same), do not violate, with or without the giving of notice or the passage of time, or both, any provision of law now applicable to the Seller and do not conflict with or result in a breach or termination of any provision of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the Articles of Incorporation properties or By-Laws assets of the Seller or the CompanyShareholders pursuant to, any corporate charter, bylaws, indenture, mortgage, deed of trust, lease, contract, agreement or other instrument, or violate any court order, writjudgment, injunction award, decree, statute, ordinance, regulation or decree applicable any other restrictions of any kind or character, known to such counsel, to which the Seller or either Shareholder is a party or by which the Seller or either Shareholder or any of their respective assets or properties may be bound and will not result in a violation of the Seller's Articles of Incorporation or Bylaws. (d) This Agreement and the other documents the Seller is required to execute hereunder have been duly executed by the Seller and are the valid, legally binding and enforceable obligations of the Seller, except as the Company same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally. (e) Each of the Shareholders has the legal capacity to execute and deliver this Agreement and any other documents required to be executed and delivered by the Shareholders hereunder, to perform their obligations hereunder and thereunder and to consummate the transactions contemplated thereby. This Agreement and the other documents required to be delivered by the Shareholders hereunder constitute the valid and legally binding obligations of each Shareholder, enforceable against each such Shareholder in accordance with the respective terms of said agreements, except as the same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally or the Sharesexercise of judicial discretion in the application of principles of equity in appropriate cases. iv. There (f) Except as disclosed in Section 4.11 of the Disclosure Schedule, to the best knowledge of such counsel there are no actions, suits or proceedings pending or, to the best of such counsel's knowledge, threatened before any court against or affecting the Seller at law or in equity or in admiralty, or before or by any United States, state, municipal or other governmental or non-governmental department, commission, board, bureau, agency, or instrumentality, nor does such counsel know of any facts which seek to prevent the consummation of the transactions contemplated by this Agreementwould provide a basis for any such action, suit or proceeding.

Opinion of Counsel for the Seller. The Simultaneously with the execution of this Agreement, Buyer shall have received an opinion of E. Xxxxx Xxxxis receiving from Jxxxx X. Xxxxxxx, Esq., counsel for the Seller, a favorable opinion, dated the date of the Closing and addressed to the Buyerhereof, to substantially the effect that: i. The Seller, the Guarantor and the Company are corporations : (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of their respective states the State of incorporation and each have Delaware, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. ii. The Seller has full corporate power, authority and legal right to execute and deliver, conducted and to carry out 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 transactions contemplated bynature of the business conducted by it or the property owned, operated or leased by it makes such qualification necessary; (c) this Agreement and the agreements, documents and instruments to be executed and delivered has been duly authorized by the Seller pursuant hereto; all necessary corporate actions required to be taken by or action on the part of the Seller to authorize it to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby have Seller, has been duly and validly taken; and this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto have been duly and validly executed and delivered by the Seller and constitute the valid and binding obligations of the Seller enforceable in accordance with their respective terms, subject to bankruptcy, equity, etc. The Guarantor has full corporate power, authority and legal right to execute and deliver the guarantee as set forth on the signature page of this Agreement; all corporate action required to be taken to authorize it to execute and deliver the guarantee have been duly and validly taken; and the guarantee has been duly and validly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable Seller in accordance with its terms; (d) the Shares have been duly authorized and are validly issued, subject fully paid and non-assessable with no personal liability attaching to bankruptcythe ownership thereof; (e) the Reevaluation Shares have been duly authorized and validly reserved for issuance upon reevaluation of the 1987 Assets, equityand will be, etc. iii. The execution 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 the Seller of this Agreement Agreement, the issuance, sale and delivery of the Shares and the agreementsReevaluation Shares, documents and instruments to be executed and delivered by the Seller pursuant hereto, the consummation by the Seller of the transactions contemplated thereby hereby; (g) neither the execution, delivery or performance by Seller of this Agreement, nor compliance by Seller with the terms and provisions hereof, will not conflict with with, or result in a breach of any provision of the Articles terms, conditions or provisions of, or will constitute a default under, the Certificate of Incorporation or By-Laws laws of the Seller or the Company, any agreement or violate instrument known to such counsel to which Seller is a party or by which Seller or any court order, writ, injunction of its properties or decree applicable to the Seller, the Company or the Shares. iv. There assets is bound; (h) there are no actions, suits or proceedings pending or, to the best knowledge of such counsel's knowledge, threatened against the Seller before any court against or administrative agency, which, if adversely decided, will result in any material adverse change in the business or financial condition of the Seller or which seek questions the validity of this Agreement or the Shares or the Reevaluation Shares issuable hereunder; (i) the issuance, sale and delivery of the Shares and Reevaluation Shares under the circumstances contemplated by this Agreement constitute exempted transactions under the Securities Act of 1933; and (j) as to prevent the consummation of such other matters incident to the transactions contemplated by this Agreementhereby as Buyer may reasonably request.

Opinion of Counsel for the Seller. The Buyer shall have received --------------------------------- an opinion of E. Xxxxx Xxxx, Esq., counsel for the SellerSeller and the Shareholder, dated the date of the Closing Date, in form and addressed substance satisfactory to the BuyerBuyer and its counsel, to substantially the effect that: i. (a) The Seller, the Guarantor and the Company are corporations Seller is a corporation duly organized, validly existing and in good standing under the laws of their respective states its jurisdiction of incorporation incorporation; the Seller has all requisite corporate power to enter into this Agreement and each have to perform its obligations hereunder; and the Seller has all requisite corporate power and authority to own, lease and operate its properties as now owned, leased and operated, to carry on its business as now being conducted. ii. (b) The execution, delivery and performance by the Seller has full corporate power, authority and legal right to execute and deliver, and to carry out the transactions contemplated by, of this Agreement and the agreements, other documents and instruments as required hereby to be executed and delivered by the Seller pursuant hereto; all corporate actions required to be taken by or on and the part consummation of the Seller to authorize it to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby have been duly and validly taken; effectively authorized by all necessary corporate action on the part of the Seller. (c) The execution, delivery and performance of this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto have been duly and validly executed and delivered by the Seller and constitute the valid and binding obligations of the Seller enforceable in accordance with their respective terms, subject to bankruptcy, equity, etc. The Guarantor has full corporate power, authority and legal right to execute and deliver the guarantee as set forth on the signature page of this Agreement; all corporate action required to be taken to authorize it to execute and deliver the guarantee have been duly and validly taken; Shareholder and the guarantee has been duly and validly executed and delivered by the Guarantor and constitutes the valid and binding obligation of the Guarantor enforceable in accordance with its terms, subject to bankruptcy, equity, etc. iii. The execution and delivery by the Seller of this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto, the consummation by the Seller of the transactions contemplated thereby will hereby do not require the consent, approval, authorization, license, order or permit of any person or public authority (except those consents, approvals, authorizations, licenses, orders and permits which have been duly obtained, specifying the same), do not violate, with or without the giving of notice or the passage of time, or both, any provision of law now applicable to the Seller and do not conflict with or result in a breach or termination of any provision of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the Articles of Incorporation properties or By-Laws assets of the Seller or the CompanyShareholder pursuant to, any corporate charter, bylaws, indenture, mortgage, deed of trust, lease, contract, agreement or other instrument, or violate any court order, writjudgment, injunction award, decree, statute, ordinance, regulation or decree applicable any other restrictions of any kind or character, known to such counsel, to which the Seller or the Shareholder is a party or by which the Seller or the Shareholder or any of their respective assets or properties may be bound and will not result in a violation of the Seller's Articles of Incorporation or Bylaws. (d) This Agreement and the other documents the Seller is required to execute hereunder have been duly executed by the Seller and are the valid, legally binding and enforceable obligations of the Seller, except as the Company same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally or the Sharesexercise of judicial discretion in the application of principles of equity in appropriate cases. iv(e) The Shareholder has the legal capacity to execute and deliver this Agreement and any other documents required to be executed and delivered by the Shareholder hereunder, to perform her obligations hereunder and thereunder and to consummate the transactions contemplated thereby. There This Agreement and the other documents required to be delivered by the Shareholder hereunder constitute the valid and legally binding obligations of the Shareholder, enforceable against the Shareholder in accordance with the respective terms of said agreements, except as the same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally. (f) Except as disclosed in Section 4.11 of the Disclosure ------------------------------ Schedule, to the best knowledge of such counsel, there are no actions, suits or -------- proceedings pending or, to the best of such counsel's knowledge, threatened before any court against or affecting the Seller at law or in equity or in admiralty, or before or by any United States, state, municipal or other governmental or non-governmental department, commission, board, bureau, agency, or instrumentality, nor does such counsel know of any facts which seek to prevent the consummation of the transactions contemplated by this Agreementwould provide a basis for any such action, suit or proceeding.