Opinion of Counsel for the Selling Shareholders. At Closing Time, the Representatives shall have received the opinion, dated as of the Closing Time, of Xxxxxxxx & Xxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the subsidiaries and certificates of public officials.
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Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)
Opinion of Counsel for the Selling Shareholders. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx & Xxxxx Xxxxxxx XxXxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to in the effect form set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the subsidiaries Selling Shareholders and certificates of public officials.
Appears in 3 contracts
Samples: Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc)
Opinion of Counsel for the Selling Shareholders. At Closing Time, the Representatives Representative shall have received the opinion, dated as of the Closing Time, of Xxxxxxxx & Xxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the subsidiaries and certificates of public officials.
Appears in 2 contracts
Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)
Opinion of Counsel for the Selling Shareholders. At Closing Time, the Representatives shall have received the opinion, dated as of the Closing Time, of Xxxxxxxx & Xxxxx LLP, counsel for each of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B C hereto and to such further effect as counsel to the Underwriters may reasonably request. Counsel for each of the Selling Shareholders are listed on Schedule E hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the subsidiaries Selling Shareholders and certificates of public officials.
Appears in 1 contract
Samples: Purchase Agreement (Kirklands Inc)
Opinion of Counsel for the Selling Shareholders. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx & Xxxxx LLPHale xxd Dorr XXP, counsel for certain of the Selling Shareholders, together with the favorable opinion of each counsel for the other Selling Shareholders (which counsel shall be satisfactory to the Representatives), each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibit B A-3 hereto and to such further other effect as counsel to for the Underwriters may reasonably request. Such In giving such opinion such counsel may also state thatrely, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the subsidiaries Selling Shareholders and certificates of public officials.
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