Opinion of Counsel for X-ceed Sample Clauses

Opinion of Counsel for X-ceed. Reset and the Reset Shareholders shall have received a written opinion of counsel of X-ceed and Sub dated as of the Closing Date, addressed to Reset and the Reset Shareholders in form and substance to the effect that (1) X-ceed and its subsidiaries, including Sub, are corporations duly organized, validly existing and in good standing under and by virtue of the laws of their respective states of incorporation; (2) upon transfer and delivery of said shares of X-ceed's Common Stock to the Reset Shareholders as contemplated by this Agreement, the Reset Shareholders will receive good and absolute title thereto free from any liens, charges, encumbrances, restrictive agreements, equities, claims and restrictions whatsoever, except such restrictions as are imposed by federal or state securities laws; (3) to the best of counsel's knowledge, after reasonable investigation, all of the leases, contracts and commitments listed or otherwise set forth in the schedules and financial statements furnished by X-ceed to Reset and the Reset Shareholders pursuant to this Agreement are valid and subsisting agreements enforceable in accordance with their respective terms and counsel has no knowledge of any default by X-ceed or its subsidiaries, including Sub, in respect to any provisions thereof; (4) none of the transactions contemplated by this Agreement will be a violation of or constitute a default or ground for revocation under any provisions of any lease, contract, agreement, indenture, license or any instrument to which X-ceed or its subsidiaries, including Sub, is bound and which is disclosed in a Schedule to this Agreement, or will violate any of the above which is or purports to be binding upon X-ceed and subsidiaries or their respective assets; and (5) this Agreement is a valid and binding obligation of X-ceed enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or laws affecting the rights and remedies of creditors generally, and by general principles of equity.
Sample 1
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Related to Opinion of Counsel for X-ceed

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance 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 A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Opinion of Counsel for Underwriter The opinion of Xxxxxx Price P.C., counsel for the Underwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • Opinion of Counsel for the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

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