Opinion of Counsel of Seller. Xxxxxxxx & Xxxxx, counsel for the Company and the Seller, shall have delivered to the Purchaser and Newco their favorable opinion, dated the Closing Date, as to the matters covered in Schedule 6.1(k). In rendering such opinion, counsel may rely to the extent recited therein on certificates of public officials and of officers of Seller as to matters of fact, and as to any matter which involves other than federal or Minnesota law, such counsel may rely upon the opinion of local counsel reasonably satisfactory to the Purchaser and its counsel.
Opinion of Counsel of Seller. Seller's counsel shall have delivered to Buyer an opinion of counsel in the form shown on EXHIBIT E attached hereto and incorporated herein for all purposes.
Opinion of Counsel of Seller. Buyer shall have received the opinion of counsel to Seller and Seller's Parent, dated the Closing Date, in the form attached hereto as Exhibit C.
Opinion of Counsel of Seller. Buyer shall have received an opinion of X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx, a Professional Association, limited to Arizona or Georgia law, as applicable, in form and substance reasonably satisfactory to Buyer and its counsel, to the effect that:
(a) Seller is a corporation duly organized, validly existing, and in good standing under the laws of the state of Georgia and has the corporate power and authority under the laws 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 Seller 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 Seller has the corporate power and authority to execute and deliver this Agreement, and this Agreement has been duly authorized, executed, and delivered by the Seller, and constitutes a legal, valid, and binding obligation of the Seller enforceable in accordance with its 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 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 Seller 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 Seller is a party prior to the 15 Closing or by which it is bound prior to the Closing. X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx may rely on counsel admitted in the state of Georgia with respect to matters of Georgia law.
Opinion of Counsel of Seller. Buyer shall have received the opinion of Freexxxx & Xetexx, xxunsel to Seller, dated the Closing Date, in the form attached hereto as Exhibit F.
Opinion of Counsel of Seller. Bonn, Luscher, Padden & Wilkins, counsel for the Seller and the Shareholders, shall havx xxxxverxx xx xhe Purchaser and Parent their favorable opinion, dated the Closing Date as to the matters covered in Schedule 6.1(j). In rendering such opinion, counsel may rely to the extent recited therein on certificates of public officials and of the Seller's officers as to matters of fact, and as to any matter that involves other than federal or Arizona law, such counsel may rely upon the opinion of local counsel reasonably satisfactory to the Purchaser, Parent and their counsel.
Opinion of Counsel of Seller. Seller's counsel shall have furnished Buyer with a favorable opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel, to the effect that:
(a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma is duly qualified to do business as a foreign corporation wherever required to be so qualified.
(b) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate the Certificate of Incorporation or By-Laws of Seller or the provisions of any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree of which such counsel has knowledge, to which Seller is a party or by which it is bound, or violate any other restriction of any kind or character to which the Buyer is subject of which such counsel has knowledge.
(c) Seller has good and marketable title to the Leasehold and it is not subject to any mortgage, pledge, lien, conditional sale agreement, encumbrance or charge.
(d) Such counsel has no knowledge of, and does not have any reasonable grounds to know of, any litigation, proceeding or governmental investigation pending or threatened against or relating to Seller, its properties or business, or the transactions contemplated by this Agreement or any legal impediment to the continued operation and use by Seller in the ordinary course of business of its properties and assets.
(e) Each such opinion shall also cover such other matters incident to the transactions contemplated hereby as Buyer or its counsel may reasonably request. In rendering its opinion, such counsel may rely upon title certificates, abstracts or policies and certificates of public officials and of officers of Seller as to factual matters not independently established by such counsel; provided that the extent of such reliance is specified in such opinion and that copies of such documents so relied upon are delivered to Buyers, as the case may warrant.
Opinion of Counsel of Seller. Buyer shall have received an opinion from McGuire, Woods, Battle & Bxxxxx, L.L.P., Richmond, Virginia, counsel for Seller, in substantially the form attached hereto as Exhibit F.
Opinion of Counsel of Seller. Jablinski, Rolino, Xxxxxxx & Xxxxxx, counsel for the Company and the Seller, shall have delivered to the Purchaser their favorable opinion, dated the Closing Date, as to the matters covered in Schedule 6.1(k). In rendering such opinion, counsel may rely to the extent recited therein on certificates of public officials and of officers of the Seller as to matters of fact, and as to any matter which involves other than federal or Ohio law, such counsel may rely upon the opinion of local counsel reasonably satisfactory to the Purchaser and its counsel.
Opinion of Counsel of Seller. Xxxxxx X. Xxxxxx, counsel for the Company and the Sellers, shall have delivered to the Purchaser and Newco their favorable opinion, dated the Closing Date, as to the matters covered in Schedule 6.1(k). In rendering such opinion, counsel may rely to the extent recited therein on certificates of public officials and of officers of Seller as to matters of fact, and as to any matter which involves other than federal or Nebraska law, such counsel may rely upon the opinion of local counsel reasonably satisfactory to the Purchaser and its counsel.
