Opinion of Counsel to the Purchaser. The Purchaser shall have delivered to the Company a favorable opinion of the Purchaser's counsel dated the date of Closing, in form and substance satisfactory to the Company and its counsel with respect to the transactions contemplated hereby and by the Merger.
Opinion of Counsel to the Purchaser. The Seller shall have received an opinion of Xxxxxx, Xxxx & Xxxxxxx LLP, counsel to the Purchaser, dated as of the date of the Closing, in substantially the form attached hereto as Exhibit 8.2(g).
Opinion of Counsel to the Purchaser. The Seller and the Shareholder shall have received the opinion of Xxxxxxx Xxxxx, P.C., counsel to the Purchaser, dated the Closing Date, substantially in the form of Exhibit D.
Opinion of Counsel to the Purchaser. On or prior to the Second Closing ------------------------------------ Date, the Seller shall have received from counsel to the Purchaser an opinion, dated the Second Closing Date, in a form to be agreed upon by the parties.
Opinion of Counsel to the Purchaser. The Purchaser shall have delivered to each of the Companies a favorable opinion of the Purchaser's counsel, Proskauer Rose LLP, dated the date of Closing, in form and substance satisfactory to the Stockholders 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 New York; (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; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement; (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 and stockholders 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; (h) the Purchaser Shares have been duly authorized and reserved for issuance and, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non assessable under the laws of the State of New York; and (i) to the knowledge of such counsel, all re...
Opinion of Counsel to the Purchaser. The Company shall have been ----------------------------------- furnished with an opinion, dated the Closing Date, of Coudert Brothers, special counsel for the Purchasers, satisfactory to the Company, substantially in the following form:
(a) Upon execution and delivery, this Agreement shall constitute the legal, valid and binding obligations of the Purchasers;
(b) The execution and delivery of this Agreement by the Purchasers and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any of the constitutive documents of any of the Purchasers or to the knowledge of such counsel any mortgage, note, bond or other evidence of indebtedness or indenture, contract, lease or other agreement known to such counsel to which any of the Purchasers is a party;
(c) To the knowledge of such counsel, there are no actions, suits, proceedings or investigations pending or threatened against the Purchasers which question or challenge the validity of this Agreement or the purchase by the Purchasers of the Shares hereunder; and
(d) No consents, approvals, authorizations and orders of any public, governmental or regulatory body, agency or authority (except such as shall have been obtained) are necessary for the due authorization, execution and delivery by the Purchasers of this Agreement and the purchase of the Shares to be purchased by the Purchasers hereunder; In giving the above opinions, such counsel may assume the genuineness of the signatures of the Purchasers and their officers or other authorized representatives and may rely, as to factual matters, without independent check or verification, upon the representations and warranties made in this Agreement, the documents delivered in connection herewith and certificates of the Purchasers and their officers or other authorized representatives.
Opinion of Counsel to the Purchaser. The Shareholders shall have received the opinion of Cameron & Xxxxxxxxx LLP counsel to the Purchaser, dated the date of the Closing, addressed to the Shareholders in form and substance reasonably acceptable to the Shareholders and their counsel.
Opinion of Counsel to the Purchaser. Seller shall ----------------------------------- have received the opinion of DeBrauw Blackstone Westbroek P.C. and Xxxxxx X. Xxxxx, Esq., each dated the Closing Date, in form and content reasonably satisfactory to Seller and its counsel.
Opinion of Counsel to the Purchaser. The Seller shall have received an opinion dated the Closing Date of Gardere & Wynnx, X.L.P., counsel to the Purchaser, substantially to the effect provided in Exhibit E.
Opinion of Counsel to the Purchaser. The Transferor shall have received from Sidley & Austin, counsel to the Purchaser, a favorable opinion, dated the Closing Date and reasonably satisfactory in form and substance to the Transferor and its counsel.
