Opinion of Counsel of Buyer. Peppxx Xxxxxxxx XXX, counsel for Buyer, shall have delivered to Sellers their opinion, dated the Closing Date and in the form set forth in Exhibit 7.2.2;
Opinion of Counsel of Buyer. The opinion of counsel for Buyer covering the matters specified in Schedule 4.3(c).
Opinion of Counsel of Buyer. Pepper, Xxxxxxxx & Xxxxxxx, counsel for Buyer, shall have delivered to Seller their opinion, dated the Closing Date and in form and substance reasonably satisfactory to Seller and its counsel, with respect to the matters set forth in Exhibit 9.2.
Opinion of Counsel of Buyer. Seller shall have received an opinion of Xxxxxxxx & Xxxxxxxx, a Professional Corporation, limited to Texas law, in form and substance reasonably satisfactory to Seller and its counsel, to the effect that:
(a) Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of Texas and has the corporate power and authority under the law of such state to own, lease, and operate its properties, to carry on its business as now being conducted, and to consummate the transactions contemplated by this Agreement.
(b) All necessary corporate proceedings of the Board of Directors and shareholders of the Buyer to authorize the execution and delivery of the this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly taken.
(c) The Buyer and the Shareholder, as applicable, have the power and authority to execute and deliver this Agreement and the other agreements, instruments and documents ("Other Buyer/Shareholder Agreements") to be executed and delivered by the Buyer and/or Shareholder pursuant to this Agreement, and this Agreement and the Other Buyer/Shareholder Agreements have been duly authorized, executed, and delivered by the Buyer and the Shareholder, as applicable, and constitute legal, valid, and binding obligations of the Buyer and the Shareholder enforceable in accordance with their terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the defenses of the court before which any proceeding relief may be brought to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought, (iii) principles of equity which may limit equitable remedies, and (iv) the rights of the United States under the Federal Tax Lien Act of 1966.
(d) To the knowledge of counsel, the consummation of the transactions contemplated by this Agreement will not violate or result in a breach of or constitute a default by the Buyer or the Shareholder under any provision of any material indenture, mortgage, lien, lease, contract, instrument, order, judgment, decree, award, ordinance, regulation, or any other restriction of any kind or character known to counsel, to which the Buyer or the Share...
Opinion of Counsel of Buyer. There shall have been delivered to --------------------------- Seller an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, or such other counsel designated by Buyer as Seller may approve, which approval shall not be unreasonably withheld, dated the Closing Date, as set forth on Exhibit G.
Opinion of Counsel of Buyer. The Sellers shall have received an opinion of Gibsxx, Xxnn & Xrutxxxx XXX dated as of the Closing Date, which opinion shall cover matters customarily addressed in similar transactions and shall be in form and substance reasonably satisfactory to counsel for the Sellers.
Opinion of Counsel of Buyer. Klenda, Mitchell, Xxxxxxxxx & Xxxxxxxx, L.L.C., counsel for Buyer, shall have delivered to Seller their opinion, dated the Closing Date.
Opinion of Counsel of Buyer. Sellers shall receive from counsel for Buyer an opinion of counsel, dated the Closing Date, substantially in the form set forth in Exhibit 1.13.6 to this Agreement. In rendering such opinion, counsel for Buyer may rely upon the opinion of qualified counsel, upon certificates of government officials and officers of Buyer, provided that such counsel states that such counsel reasonably believes that such counsel and Sellers may justifiably rely upon such other opinions and the accuracy of such certificates, and provided further that such other opinions and certificates are delivered to Sellers concurrently with such counsel's opinion.
Opinion of Counsel of Buyer. Seller shall have received a favorable opinion, dated as of the Closing Date, from counsel to Buyer and Buyer Parent in form and substance reasonably satisfactory to Seller including with limitations, with respect to the enforceability of the Guaranty.
Opinion of Counsel of Buyer. 43 9.2.4. Litigation Affecting Closing......................... 43 9.2.5. Antitrust Improvements Act of 1976................... 44 9.2.6. Approval............................................. 44 9.2.7.
