Opinion of Counsel to Seller. Buyer and SFX shall have received from Seller's Counsel an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and SFX, to the effect that:
(a) Seller has the right, power and authority to effect the transactions contemplated by this Agreement and has taken all action required by it to authorize the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereunder;
(b) Seller is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with all requisite power and authority to own and lease its properties and carry on its business as conducted on the Closing Date and to effect the transactions contemplated by this Agreement; and Seller is fully qualified and in good standing to do business in all other jurisdictions where the nature of its business or the ownership of its properties requires such qualification;
(c) This Agreement and the Closing Documents delivered to Buyer on the Closing Date have each been duly authorized, executed and delivered by Seller and the Signing Partners and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Seller and the Signing Partners enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles limiting the enforcement of creditors' rights generally;
(d) To such counsel's knowledge, all Governmental Authorizations required in order to permit consummation by Seller of the transactions contemplated hereby and by the Closing Documents have been obtained;
Opinion of Counsel to Seller. Seller shall have received the opinion of C. Anthxxx Xxxxxx, xxunsel for Buyer, dated the Closing Date, satisfactory in form and substance to Seller and their counsel, to the effect set forth in Exhibit "4.02
Opinion of Counsel to Seller. The Buyer must have received from counsel to the Seller an opinion, dated the Closing Date, in a form reasonably satisfactory to counsel to Buyer.
Opinion of Counsel to Seller. Buyer and EIAC shall have received from counsel to Seller an opinion, customary for transactions of the type contemplated by the Merger and the Sale and Purchase, which opinion shall be in form and substance reasonably satisfactory to Buyer and EIAC.
Opinion of Counsel to Seller. Buyer shall have received an opinion from counsel to Seller dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to counsel for Buyer, covering the matters set forth in Exhibit D hereto.
Opinion of Counsel to Seller. Purchaser shall have been furnished with an opinion of counsel for Seller, dated as of the Closing Date, in the form of Exhibit 2 attached hereto.
Opinion of Counsel to Seller. Seller is a corporation organized, existing and in good standing under the laws of the State of Washington and each state or other jurisdiction in which it is qualified to do business as a foreign corporation by virtue of owning the Assets or the PSE Colstrip Interests, and Seller has the corporate power and authority to execute and deliver the Asset Purchase Agreement and the Operative Agreements and to consummate the transactions contemplated thereby; and the execution and delivery of the Asset Purchase Agreement and the Operative Agreements and the consummation of the sale of the Assets contemplated thereby have been duly authorized by all requisite corporate action taken on the part of Seller;
Opinion of Counsel to Seller. Purchaser shall have received from Dykexx Xxxsxxx XXXC, counsel to Seller, an opinion dated as of the Closing Date and substantially in the form attached as Exhibit E hereto.
Opinion of Counsel to Seller. The Buyer shall have received from counsel to the Seller and Rainin an opinion dated as of the Closing Date in a form reasonably acceptable to Buyer;
Opinion of Counsel to Seller. 48 9.4 Consents or Approvals.................................. 50 9.5
