Opinion of Counsel for the Sellers together with a reliance letter in favor of FNBC and the Lenders.............. 60 Opinion of Counsel for the Acquirors.......................... 61 G. Third Party and Miscellaneous Collateral Documents -------------------------------------------------- for the New Credit Agreement ----------------------------
Opinion of Counsel for the Sellers. The Buyer shall have received an opinion of Thomxx X. Xxxxxxx Xxx Corporation, counsel for the Sellers and the Companies, dated as of the Closing Date and addressed to the Buyer, in form and substance substantially as set forth on Exhibit 9.9 annexed hereto.
Opinion of Counsel for the Sellers. (a) At the Closing, the Buyer shall have received from counsel for the Sellers, an opinion dated as of the Closing, substantially in the form set forth as EXHIBIT N hereto.
(b) In rendering the foregoing opinion, such counsel for the Sellers may state their opinions on specific matters of fact to the best of their knowledge and, to the extent they deem such reliance proper, may rely on: (i) certificates of public officials; (ii) certificates, in form and substance satisfactory to the Buyer and its counsel, of officers of each of the Sellers; and (iii) an opinion or opinions of other counsel, satisfactory to the Buyer and its counsel, which opinions are in form and substance satisfactory to the Buyer and its counsel. In the event such counsel rely upon any such certificate or opinion, a counterpart of each thereof shall be delivered to the Buyer and its counsel.
Opinion of Counsel for the Sellers. The Purchaser shall have received the written opinion of a lawyer in NewVector's legal department, counsel to the Sellers, dated as of the Closing Date, in the form attached hereto as EXHIBIT C, provided, however, that each Seller's counsel shall give those opinions set forth on EXHIBIT C with respect to such Seller that are specific to such Seller.
Opinion of Counsel for the Sellers. The Purchaser shall have received an opinion of Cox, Xxdgxxx & Xiarmarco, P.C., counsel for the Sellers, dated the Closing Date, in the form and to the effect set forth in Exhibit C annexed hereto.
Opinion of Counsel for the Sellers. Purchaser shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel for the Sellers, dated the Closing Date and addressed to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, containing the opinions set forth in EXHIBIT C.
Opinion of Counsel for the Sellers. The Buyers shall have received from Jenkens & Gilcxxxxx, x Professional Corporation, counsel for the Sellers, an opinion, dated the Closing Date, in form reasonably satisfactory to Buyers.
Opinion of Counsel for the Sellers. The Purchaser shall have received an opinion of counsel for the Sellers, dated the Closing Date, to the effect that:
(i) The Company is a Texas limited partnership duly organized and validly existing and in good standing under the laws of the State of Texas and has all requisite power and authority to carry on its business as now conducted; the General Partner is a Texas limited liability company duly organized and validly existing and in good standing under the laws of the State of Texas and has all requisite power and authority to carry on its business as now conducted;
(ii) This Agreement has been duly authorized by all necessary action on the part of the Sellers and has been duly executed and delivered by Sellers and constitutes a valid and binding obligation of Sellers enforceable in accordance with its terms (with the usual creditors' rights exceptions);
(iii) The instruments of assignment, transfer and conveyance delivered by Sellers to Purchaser pursuant to this Agreement have been duly authorized by all necessary action of the Sellers, executed and delivered by Sellers;
(iv) The consummation of the transactions contemplated by this Agreement will not result in a breach of or constitute a default under the Articles of Incorporation of General Partner or the partnership agreement of the Company; and
(v) Such counsel does not know of any litigation or other proceeding or governmental investigation pending or threatened against the Company or affecting the Assets, the Subject Business, the General Partner or the transactions contemplated by this Agreement which, if adversely determined would have a materially adverse effect on the value of the Assets or the Subject Business. Such opinion may contain such exceptions, qualifications and explanations as shall be reasonably acceptable to Purchaser and its counsel.
Opinion of Counsel for the Sellers. The Purchaser shall have received an opinion of counsel for the Sellers, dated the Closing Date, to the effect that:
(i) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now conducted;
(ii) This Agreement has been duly authorized by all necessary action on the part of the Sellers and has been duly executed and delivered by Sellers and constitutes a valid and binding obligation of Sellers enforceable in accordance with its terms (with the usual creditors' rights exceptions);
(iii) The instruments of assignment, transfer and conveyance delivered by Sellers to Purchaser pursuant to this Agreement have been duly authorized by all necessary action of the Sellers, executed and delivered by Sellers;
(iv) The consummation of the transactions contemplated by this Agreement will not result in a breach of or constitute a default under the Certificate of Incorporation or Bylaws of the Company; and Such opinion may contain such exceptions, qualifications and explanations as shall be reasonably acceptable to Purchaser and its counsel.
Opinion of Counsel for the Sellers. The Buyer shall have received an opinion of the Sellers' counsel and the Sellers' FCC Counsel, in each case dated the Closing Date, addressed to the Buyer and in each case in a form customary for transactions of the nature contemplated by this Agreement.
