Opinion of Counsel to Buyer. The Seller shall have received an --------------------------- opinion of counsel to the Buyer and Acquisition, dated the Closing Date, in form and substance reasonably acceptable to the Seller.
Opinion of Counsel to Buyer. Seller shall have received from --------------------------- Xxxxxx & Carnelutti, counsel for Buyer, an opinion dated the Closing Date in the form set forth in Exhibit D hereto. ---------
Opinion of Counsel to Buyer. DE shall have received an opinion of Xxxxxxx & Xxxxxxx, P.C., counsel to THI, addressed to DE and dated as of the Closing Date, to the effect set forth in, and substantially in the form, of Exhibit 11.6.
Opinion of Counsel to Buyer. The Seller must have received from counsel to the Buyer an opinion, dated the Closing Date, in a form reasonably satisfactory to counsel to Seller.
Opinion of Counsel to Buyer. Buyer shall have delivered to the --------------------------- Companies an opinion of its counsel, Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxx & Xxxxxxx, LLC, addressed to Seller in form and substance reasonably satisfactory to Seller and its counsel.
Opinion of Counsel to Buyer. The Shareholders shall have received an opinion of counsel to Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Shareholders, substantially to the effect set forth in Exhibit H hereto.
Opinion of Counsel to Buyer. An opinion of Glass, McCuxxxxxx, Xxxxxxxx & Xarrxxx XXX, counsel to Buyer, dated the Closing, reasonably satisfactory in all respects to the Shareholders.
Opinion of Counsel to Buyer. Seller shall have received an opinion from, counsel for Buyer, dated the Closing Date to the effect that: (i) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
Opinion of Counsel to Buyer. Gardere Wynnx Xxxxxx & Riggx, X.L.P., general counsel for Buyer, shall have furnished to Sellers its written opinion, dated the Closing Date, substantially in the form attached as Exhibit 8.
Opinion of Counsel to Buyer. Seller shall have received an opinion from Payne, Gates, Xxxxxxxx & Radd, P.C., counsel for Buyer, Xxxxx X. Xxxxxx ("Xxxxxx"), and Levis X. Xxxxxxx ("Xxxxxxx"), dated the Closing Date, to the effect that (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia; (b) Buyer has full power, authority and legal right to enter into the Transaction Documents and to consummate the transactions contemplated hereby and thereby; (c) the execution and delivery of the Transaction Documents, and the performance by Buyer of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action, and no further action or approval is required in order to permit Buyer to consummate the transactions contemplated by the Transaction Documents; (d) the Transaction Documents have been duly executed by Buyer and constitute valid and binding obligations of Buyer, and the Guaranty has been duly executed by Xxxxx X. Xxxxxx and Levis X. Xxxxxxx, and the Transaction Documents and the Guaranty are enforceable in accordance with their terms (subject to the availability of the discretionary remedy of specific performance and, as to the enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect but excluding any presently pending proceedings and the exercise by a court of its general powers of equity); and (e) the execution and delivery of the Transaction Documents by Buyer and the performance by Buyer of its obligations thereunder do not constitute a violation of or a default under their respective certificates or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge. In the event of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Buyer shall not be disqualified from representing Buyer, Xxxxxx or Xxxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letter.
