Common use of Opinion of Counsel to Seller Clause in Contracts

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;

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (SFX Entertainment Inc), Asset Purchase Agreement (SFX Entertainment Inc)

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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 corporate action and other 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 corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with all requisite corporate 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 Stockholders 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 Stockholders 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;

Appears in 1 contract

Samples: Asset Purchase Agreement (SFX Entertainment Inc)

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 corporate action and other 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 corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with all requisite corporate 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 Stockholders 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 Stockholders 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; (e) The execution and delivery by Seller and the Signing Stockholders of this Agreement and the Closing Documents and compliance with the terms and provisions hereof or thereof do not conflict or will not conflict with or result in a breach of any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of Seller or of any judgment, order, injunction, decree or ruling of any Governmental Body known to such counsel to which Seller or any Signing Stockholder or any of the Purchased Assets is subject, or, except where any required waiver or consent has not been obtained, of any agreement or contract listed on any Schedule delivered pursuant to this Agreement or, to the knowledge of such counsel, any other agreement or contract to which Seller or any Signing Stockholder is a party, or constitute a default thereunder or give to others any rights of termination of the transactions contemplated thereby, and do not conflict with any federal bankruptcy laws or any orders entered by the bankruptcy court in connection with the bankruptcy proceedings of Palace Theater LP, and approval of this Agreement or the transactions contemplated hereby by the bankruptcy court is neither necessary nor required; (f) Except as set forth in Schedule 5.11, there is no pending or, to the knowledge of such counsel, Threatened, action, suit or proceeding before any Governmental Body, to which Seller is a party or to which any of the Purchased Assets are subject that is of a character required to be described in a Schedule delivered pursuant to this Agreement and which is not disclosed; (g) Except as set forth in the Schedules to this Agreement, such counsel has no knowledge of any Lien on the Purchased Assets and to the best of such counsel's knowledge (i) Seller is not in default under any order of any Governmental Body; and (ii) Seller is not subject to any decree or judgment enjoining or restraining it from taking any action contemplated by this Agreement or requiring it to take any action inconsistent with the actions contemplated by this Agreement; and (h) Such opinion as to the existence of all Governmental Authorizations required under Legal Requirements applicable to Seller and its properties and the transferability and effectiveness thereof as Buyer may reasonably request. In rendering its opinion pursuant to this Section 9.3, such counsel may (i) rely, to the extent such counsel reasonably deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of officers of Seller and, with respect to the laws of jurisdictions other than the jurisdiction in which Seller's Counsel is based and the United States of America, on the opinion of counsel qualified with respect to such jurisdiction, provided the extent of such reliance is specified in the opinion and such counsel states that such reliance is reasonable, and (ii) assume that the laws of the State of New York are identical to those of the State of Indiana, provided that such assumption is specified in the opinion.

Appears in 1 contract

Samples: Asset Purchase Agreement (SFX Entertainment Inc)

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 corporate action and other 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 corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with all requisite corporate 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 Stockholders 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 Stockholders 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; (e) The execution and delivery by Seller and the Signing Stockholders of this Agreement and the Closing Documents and compliance with the terms and provisions hereof or thereof do not conflict or will not conflict with or result in a breach of any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of Seller or of any judgment, order, injunction, decree or ruling of any Governmental Body known to such counsel to which Seller or any Signing Stockholder or any of the Purchased Assets is subject, or, except where any required waiver or consent has not been obtained, of any agreement or contract listed on any Schedule delivered pursuant to this Agreement or, to the knowledge of such counsel, any other agreement or contract to which Seller or any Signing Stockholder is a party, or constitute a default thereunder or give to others any rights of termination of the transactions contemplated thereby; (f) Except as set forth in Schedule 5.11, there is no pending or, to the knowledge of such counsel, Threatened, action, suit or proceeding before any Governmental Body, to which Seller is a party or to which any of the Purchased Assets are subject that is of a character required to be described in a Schedule delivered pursuant to this Agreement and which is not disclosed; (g) Except as set forth in the Schedules to this Agreement, such counsel has no knowledge of any Lien on the Purchased Assets and to the best of such counsel's knowledge (i) Seller is not in default under any order of any Governmental Body; and (ii) Seller is not subject to any decree or judgment enjoining or restraining it from taking any action contemplated by this Agreement or requiring it to take any action inconsistent with the actions contemplated by this Agreement; and (h) Such opinion as to the existence of all Governmental Authorizations required under Legal Requirements applicable to Seller and its properties and the transferability and effectiveness thereof as Buyer may reasonably request. In rendering its opinion pursuant to this Section 9.3, such counsel may (i) rely, to the extent such counsel reasonably deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of officers of Seller and, with respect to the laws of jurisdictions other than the jurisdiction in which Seller's Counsel is based and the United States of America, on the opinion of counsel qualified with respect to such jurisdiction, provided the extent of such reliance is specified in the opinion and such counsel states that such reliance is reasonable, and (ii) assume that the laws of the State of New York are identical to those of the State of Indiana, provided that such assumption is specified in the opinion.

Appears in 1 contract

Samples: Asset Purchase Agreement (SFX Entertainment Inc)

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Opinion of Counsel to Seller. Buyer and SFX Purchaser shall have received an opinion from counsel to 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; (b1) Seller is a limited partnership savings bank duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of formationAmerica, with all requisite power and authority is entitled to own and lease its properties and carry on its business as conducted on in the Closing Date Branch Offices and has all necessary authority (corporate and other) to effect enter into this Agreement and consummate 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;hereby. (c2) This Agreement and the Closing Documents delivered documents to Buyer on the Closing Date be executed by Seller as provided herein, 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 each constitutes the valid and binding obligations obligation of Seller and the Signing Partners is enforceable against Seller in accordance with their its terms, except as such enforceability may be limited by applicable the availability of equitable remedies and bankruptcy, insolvency, moratoria, reorganization, moratorium or fraudulent conveyance and other similar laws of general application affecting rights of creditors of federal savings banks (including the enforceability FDIC or the Resolution Trust Corporation as the conservator or receiver thereof) and by the application of creditors' rightsgeneral equity principles, and the execution, delivery and performance of this Agreement by Seller will not violate any provision of any agreement, indenture, instrument, lease, contract or by equitable principles limiting the enforcement other undertaking of creditors' rights generally;Seller of which such counsel has actual knowledge. (d3) To such counsel's knowledgeAll consents, all Governmental Authorizations approvals and authorizations of the OTS and any other governmental authority, if any, required in order to permit consummation be obtained by Seller in connection with the consummation of the transactions contemplated hereby and by the Closing Documents this Agreement have been obtained;, and any applicable waiting periods have expired. In rendering the foregoing opinion, such counsel may rely as to factual matters on certificates of public officials and responsible executive officers of Seller, provided that such certificates are delivered concurrently with such counsel's opinion.

Appears in 1 contract

Samples: Purchase Agreement (Hubco Inc)

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; (e) The execution and delivery by Seller and the Signing Partners of this Agreement and the Closing Documents and compliance with the terms and provisions hereof or thereof do not conflict or will not conflict with or result in a breach of any of the terms, conditions or provisions of the articles of limited partnership or partnership agreement of Seller or the Certificate of Incorporation and By-Laws or articles of limited partnership and partnership agreement, as the case may be, of any Signing Partner or of any judgment, order, injunction, decree or ruling of any Governmental Body known to such counsel to which Seller or any Signing Partner or any of the Purchased Assets is subject, or, except where any required waiver or consent has not been obtained, of any agreement or contract listed on any Schedule delivered pursuant to this Agreement or, to the knowledge of such counsel, any other agreement or contract to which Seller or any Signing Partner is a party, or constitute a default thereunder or give to others any rights of termination of the transactions contemplated thereby; (f) Except as set forth in Schedule 5.11, there is no pending or, to the knowledge of such counsel, Threatened, action, suit or proceeding before any Governmental Body, to which Seller is a party or to which any of the Purchased Assets are subject that is of a character required to be described in a Schedule delivered pursuant to this Agreement and which is not disclosed; (g) Except as set forth in the Schedules to this Agreement, such counsel has no knowledge of any Lien on the Purchased Assets and to the best of such counsel's knowledge (i) Seller is not in default under any order of any Governmental Body; and (ii) Seller is not subject to any decree or judgment enjoining or restraining it from taking any action contemplated by this Agreement or requiring it to take any action inconsistent with the actions contemplated by this Agreement; and (h) Such opinion as to the existence of all Governmental Authorizations required under Legal Requirements applicable to Seller and its properties and the transferability and effectiveness thereof as Buyer may reasonably request. In rendering its opinion pursuant to this Section 9.3, such counsel may (i) rely, to the extent such counsel reasonably deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of officers of Seller and, with respect to the laws of jurisdictions other than the jurisdiction in which Seller's Counsel is based and the United States of America, on the opinion of counsel qualified with respect to such jurisdiction, provided the extent of such reliance is specified in the opinion and such counsel states that such reliance is reasonable, and (ii) assume that the laws of the State of New York are identical to those of the State of Indiana, provided that such assumption is specified in the opinion.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (SFX Entertainment Inc)

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