Opinion of Counsel to Parent and Merger Sub Sample Clauses

Opinion of Counsel to Parent and Merger Sub. GSE shall have received a favorable opinion, dated the Effective Date, from Xxxxxxxx & Xxxxx LLP, counsel to Parent and Merger Sub, in form and substance satisfactory to GSE, to the effect that (i) Parent has been duly formed and is validly existing as a corporation under the laws of the State of Delaware; (ii) Merger Sub has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; (iii) all outstanding shares of the Merger Sub Common Stock have been validly issued and are fully paid and nonassessable and owned of record by Parent; (iv) all corporate or other proceedings required to be taken by or on the part of both Parent and Merger Sub to authorize the execution of this Agreement and the implementation of the merger contemplated hereby have been taken; (v) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of both Parent and Merger Sub and is enforceable against each of them in accordance with its terms, except as the enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally and except that no opinion need be expressed as to the enforceability of any indemnification provisions of this Agreement; and (vi) except as specified by such counsel (such exceptions to be acceptable to GSE) such counsel does not know of any material litigation, proceedings or governmental investigation, pending or threatened against or relating to Parent or Merger Sub or its properties or businesses in which it is sought to restrain or prohibit consummation of the transactions contemplated by this Agreement. Such opinion shall also cover such other matters incident to the transactions herein contemplated as GSE and its counsel may reasonably request and shall be subject to customary exceptions and qualifications reasonably satisfactory to GSE. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of Parent and Merger Sub as to matters of fact and (ii) on the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to GSE, as to matters other than federal or Illinois law or governed by the General Corporation Law of the State of Delaware.

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Opinion of Counsel to Parent and Merger Sub. An opinion of counsel to Parent and Merger Sub shall be delivered to the Company in the form attached hereto as Exhibit K.

Opinion of Counsel to Parent and Merger Sub. At the Closing the Company shall have received from Sheppard, Mullin, Xxxxxxx & Hampton LLP, counsel for Parent and Merger Sub a written opinion dated as of the date of the Closing, which opinion is substantially to the effect that (it is agreed that with respect to matters of New York law, the opinion of Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, may rely on the opinion of New York counsel reasonably satisfactory to the Company):

Related to Opinion of Counsel to Parent and Merger Sub

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 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, 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 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 and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.
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.