Opinion of Counsel to Acquiror and Principals Sample Clauses

Opinion of Counsel to Acquiror and Principals. MSH and Sole Shareholder shall have received an opinion of Xxxx X. Xxxxxxxx, Esq., counsel to Acquiror and Principals, to the effect that:
Sample 1
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Opinion of Counsel to Acquiror and Principals. MSH and Sole Shareholder shall have received an opinion of Xxxx X. Xxxxxxxx, Esq., counsel to Acquiror and Principals, to the effect that: (i) Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, and has all requisite power under the laws of its state of incorporation to carry on its business as then being conducted and to consummate the transactions contemplated hereby; (ii) All necessary corporate proceedings of the Board of Directors and Shareholders and Principals of Acquiror to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly taken; (iii) This Agreement has been duly authorized, executed and delivered by Acquiror and Principals and constitutes its legal and valid binding obligation of Acquiror and Principals, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other similar laws relating to or affecting the enforcement of creditors' rights, generally; (iv) Such counsel (who need not make inquiry of others for such purpose) knows of no actions, suits or proceedings pending or threatened against or affecting Acquiror or Principals which would result in a breach of the representations and warranties set forth in this Agreement, except as disclosed herein and/or enumerated in an Exhibit hereto; (v) The shares of Acquiror Common to be issued to the Sole Shareholder on the Closing Date in accordance with this Agreement shall vest in him all right, title and interest in and to said shares and said shares when issued shall be duly and validly issued, fully paid and non-assessable; and (vi) Acquiror has the legal right to consummate the transaction enumerated in this Agreement. (vii) The Transfer Shares are free trading shares by reason of Rule 701 under the Securities Act of 1933, as amended.
Sample 1

Related to Opinion of Counsel to Acquiror and Principals

  • Opinion of Counsel to Buyer The Sellers shall have received an opinion of counsel to the Buyer, in form and substance satisfactory to the Sellers.

  • 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 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 to Credit Parties Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for Credit Parties, in form and substance satisfactory to the Administrative Agent, dated as of the Closing Date (and each Credit Party hereby instructs such counsel to deliver such opinion to Agents and Lenders).

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • 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 to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Counsel for U S. Underwriters. The favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. 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 for Buyer The Seller shall have received a favorable opinion from counsel for the Buyer dated the date of the Closing, in form satisfactory to counsel for the Seller, to the effect that:

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