Opinion of Counsel to Purchaser. Seller shall have been furnished with an opinion of Xxxxxxx & Xxxxxx, LLP, counsel to Purchaser, dated as of the Closing and addressed to Seller in substantially the form of EXHIBIT G hereto.
Opinion of Counsel to Purchaser. The Sellers shall have received an opinion of counsel to the Purchaser, dated the Closing Date, substantially in form satisfactory to the Company's counsel.
Opinion of Counsel to Purchaser. The Purchaser shall have ------------------------------- delivered to the Company and the Stockholder a favorable opinion of the Purchaser's counsel, Piper & Marbury, dated the date of Closing, in form and substance satisfactory to the Company, the Stockholder and their counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Purchaser has the corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease and such counsel has no reason to believe that Purchaser is not operating its business in material compliance with all applicable laws and regulations; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement and perform it obligations hereunder; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by the Purchaser in connection with this Agreement (the "Purchaser Documents") have been duly authorized and approved by all requisite action of the Board of Directors of the Purchaser, and this Agreement and all other Purchaser Documents have been duly executed and delivered by the Purchaser and constitute valid and legally binding obligations of the Purchaser, subject to applicable bankruptcy, insolvency, moratorium and other similar laws of general application and such general principles of equity as a court having jurisdiction may apply; (e) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Laws of the Purchaser; (f) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate any provision of any agreement, instrument, order, judgment or decree, of which such counsel has knowledge, to which the Purchaser may be a party or by which it is bound; (g) except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against the Purchaser which seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement other than those which have been disclosed in filings made prior to the ex...
Opinion of Counsel to Purchaser. Target shall have received an opinion letter dated as of the Effective Date addressed to Target from Xxxxxxx X. Xxxxxx, Esq., General Counsel and Secretary of Purchaser, based on customary reliance and subject to customary qualifications to the effect that:
(i) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Acquisition is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota.
(ii) Purchaser has the corporate power to consummate the transactions on its part contemplated by this Agreement. Purchaser has taken all requisite corporate action to authorize this Agreement, and the Merger and Acquisition has taken all requisite corporate action to authorize the Merger and the Articles of Merger. This Agreement has been duly executed and delivered by Purchaser and the Articles of Merger have been duly executed by Acquisition and, assuming they are the valid and binding obligation of Target, constitute the valid and binding obligations of Purchaser and Acquisition to which it is a party enforceable in accordance with their terms, subject as to the enforcement of remedies to applicable bankruptcy, insolvency, moratorium and other laws affecting the rights of creditors generally and to judicial limitations on the enforcement of the remedy of specific performance.
(iii) The execution and delivery of this Agreement by Purchaser and the Articles of Merger by Acquisition and the consummation of the transactions contemplated hereby and thereby will not constitute a breach, default or violation under their respective Charter or Bylaws or, to his knowledge, (A) any material agreement, arrangement or understanding to which Purchaser or Acquisition is a party, (B) any material license, franchise or permit affecting Purchaser or Acquisition, or (C) any law, regulation, order, judgment or decree applicable to Purchaser or Acquisition.
(iv) No authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by Purchaser or Acquisition of the transactions contemplated hereby which has not been obtained or made.
(v) The shares of Purchaser Common Stock to be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable.
Opinion of Counsel to Purchaser. The Company and Seller shall have been furnished with an opinion of Xxxxxxx & Xxxxxx, counsel to Purchaser, dated as of the Closing and addressed to the Company and Seller in substantially the form of EXHIBIT B hereto.
Opinion of Counsel to Purchaser. The Shareholders shall have received an opinion of counsel to Purchaser, addressed to the Shareholders, dated as of the Closing Date, to the effect set forth in, and substantially in the form, of Exhibit 11.4.
Opinion of Counsel to Purchaser. PSA shall have received from counsel to Purchaser an opinion, dated the Closing Date, in form and substance customary to transactions of the type contemplated hereby and reasonably satisfactory to PSA.
Opinion of Counsel to Purchaser. Seller shall have received the ------------------------------- opinion of Xxxx Xxxxxxx, dated the Closing Date, in the form of Exhibit 4.02(c) hereto [FORM ATTACHED]. ---------------
Opinion of Counsel to Purchaser. Seller shall have received from Xxxxxx Xxxxxxx Xxxxxx & Brand, a Professional Limited Liability Partnership, counsel to Purchaser, an opinion, dated the Closing Date, in the form of Exhibit E ("Purchaser Counsel's Legal Opinion").
Opinion of Counsel to Purchaser. The Company shall have received from Davix X. Xxxxxxx, xxunsel to the Purchaser, an opinion addressed to it, dated the Closing Date, in substantially the form of Exhibit G.
