Common use of Opinion of Counsel to Parent Clause in Contracts

Opinion of Counsel to Parent. The Company shall have received, ---------------------------- on and as of the Closing Date, an opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Certificate of Incorporation or Bylaws of Parent or Sub.

Opinion of Counsel to Parent. The Company shall have received, ---------------------------- on and as of the Closing Date, an opinion of XxxxxxXxxx, Xxxxxx Plant, Xxxxx, Xxxxx & Xxxxx LLPXxxxxxx, P.A., counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the State state of Delawaretheir incorporation, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Certificate Articles of Incorporation or Bylaws of Parent or Sub.

Opinion of Counsel to Parent. The Company shall have received, ---------------------------- on and as of the Closing Date, an opinion of XxxxxxXxxx, Xxxxxx Plant, Xxxxx, Xxxxx & Xxxxx LLPXxxxxxx, P.A., counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the State state of Delawaretheir incorporation, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Certificate Articles of Incorporation or Bylaws of Parent or Sub.

Opinion of Counsel to Parent. The Company shall have received, ---------------------------- on and as of the Closing Date, an opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Certificate of Incorporation or Bylaws of Parent or Sub.