Opinion of Counsel of Purchaser Sample Clauses

Opinion of Counsel of Purchaser. To the effect that: ------------------------------- (a) PURCHASER is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Missouri, and has all requisite corporate power to enter into and perform this AGREEMENT. (b) All corporate and other proceedings required to be taken on the part of PURCHASER to authorize it to carry out this AGREEMENT have been duly and properly taken; (c) This AGREEMENT has been duly authorized, executed and delivered by PURCHASER, and constitutes a valid and binding obligation of PURCHASER, enforceable against PURCHASER in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights of creditors and secured parties generally; and (d) The consummations of the transactions contemplated by this AGREEMENT will not result in the breach of, or constitute a default under the Articles of Incorporation or Bylaws of the PURCHASER.
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Opinion of Counsel of Purchaser. Seller shall have received an ------------------------------- opinion of counsel dated the Closing Date of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, the attorneys for Purchaser, with respect to the matters described in clauses (a), (b), (c) and (d) of Section 11.
Sample 1

Related to Opinion of Counsel of Purchaser

  • 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, 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 the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, 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 C hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, 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, substantially to the effect set forth set forth in Exhibit B hereto.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • 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 Purchaser's Counsel Purchaser shall deliver at Closing an opinion of counsel to Purchaser addressed to Seller in substantially the form attached hereto as Exhibit 8.5.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • 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.

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