Opinion of Counsel to the Seller. The Buyer shall have received the opinion of Suthxxxxxx, Xxxxxx & Xrenxxx XXX, counsel to the Seller, substantially in the form of Exhibit A hereto.
Opinion of Counsel to the Seller. The Buyer shall have received an opinion from counsel to Seller, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer.
Opinion of Counsel to the Seller. The Buyer shall have received the opinion of Xxxxxxx, Street and Deinard, PA, dated the Closing Date, in the form set forth in Exhibit 8.2(j).
Opinion of Counsel to the Seller. The Buyer shall have received the opinion of bankruptcy counsel to the Seller, dated the date of the Closing, addressed to Buyer, in the form of Exhibit A.
Opinion of Counsel to the Seller. The Buyer shall have received from Wxxxxxx X. Xxxxx, Xx., counsel to Sellers ("Counsel to Sellers"), an opinion, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, and to the following effect:
(a) The Company is a corporation duly organized and validly existing under the laws of the State of North Carolina. The Company is not qualified to do business as a foreign corporation in any other state. To the knowledge of Counsel to Sellers, the nature of the Company's business does not require Company to be licensed or qualified in any other jurisdiction where the failure to be so qualified would have a material adverse affect on the business or properties of the Company. The Company has the corporate power and authority to own, lease, operate and hold its properties and to carry on its business as now conducted;
(b) To the knowledge of Counsel to Sellers, (i) each Seller has full legal power, capacity and authority to execute and deliver the Documents and to consummate the transactions contemplated thereby; and (ii) the Documents have been duly and validly executed and delivered by each Seller and constitute the legal, valid and binding obligation of each such Seller, enforceable against such Seller in accordance with their terms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditor's rights in general and to general principals of equity (regardless of whether considered in a proceeding in equity or an action at law);
(c) The Company has authorized capital consisting of 100,000 shares of common stock, with a par value of one dollar ($1) per share, of which 100,000 shares are issued and outstanding and no shares are held as treasury stock. All of the outstanding shares of the Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding shares of the Company have been issued in violation of any preemptive right. To the knowledge of Counsel to Sellers, there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of capital stock of the Company, other than as contemplated by this Agreement;
(d) To the knowledge of Counsel to Sellers, the Company has no subsidiaries and does not own, directly or indirectly, any capital stock or other equity or ownership or proprietary intere...
Opinion of Counsel to the Seller. The Buyer shall have received the opinion of Xxxxxx & Whitney LLP (under Federal, Minnesota, and New York law) and Xxxxx Xxxxxxx Xxxxx counsel to the Seller, addressed to the Buyer, dated the Closing Date, in the forms set forth in Exhibits B-1 and B-2 attached hereto, respectively, and from counsel acceptable to Buyer with respect to any foreign Subsidiary in a form acceptable to Buyer.
Opinion of Counsel to the Seller. Purchaser shall have received ---------------------------------- from counsel to the Seller and MSAI an opinion, dated the Closing Date, in form and substance satisfactory to Purchaser.
Opinion of Counsel to the Seller. Purchaser shall have received the opinion of Buchxxxx Xxxexxxxx Xxxfessional Corporation, dated the Closing Date, in form and content reasonably satisfactory to Purchaser and its counsel.
Opinion of Counsel to the Seller. The Seller shall have delivered an opinion, dated the Closing Date, of internal counsel for the Seller substantially in the form attached hereto as Exhibit 7.2(e).
Opinion of Counsel to the Seller. Counsel to the Seller shall have issued an opinion in favor of the Buyer in the form of Exhibit C hereto.
