Opinion of Counsel to the Sellers. The Seller shall deliver to Buyer --------------------------------- an opinion of Xxxxxxxxxx & Xxxx, counsel to Seller, dated the Closing Date, substantially in the form attached hereto as Exhibit F.
Opinion of Counsel to the Sellers. Buyer shall have received an opinion (i) of Xxxxxxxxxx Xxxxxx, P.C., counsel to the Sellers, the form of which is attached as Exhibit E.
Opinion of Counsel to the Sellers. The Buyer shall have received from Xxxxxx Xxxxxx Xxxx & Xxxxxx, P.L.L.P., counsel to the Sellers, an opinion, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer, and to the following effect:
(a) Ice is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota. Blizzard is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. The Partnership is a registered limited liability partnership duly organized, validly existing and in good standing under the laws of the State of Minnesota. Each of the Companies and the Partnership is qualified to do business as a foreign corporation or foreign limited liability partnership, as the case may be, and is in good standing in the states set forth on SCHEDULE 2.4. The nature of the Business does not require either Company or the Partnership to be licensed or qualified in any other jurisdiction. The Companies have the corporate power and authority to own, lease, operate and hold their respective properties and to carry on their respective businesses as now conducted. The Partnership has the necessary power and authority to own, lease, operate and hold its properties and to carry on its business as now conducted. Collectively, the Companies own all of the partnership interests of the Partnership free and clear of all Claims and the transfer of the Common Stock to the Buyer pursuant to the provisions of this Agreement will transfer to the Buyer through its ownership of the Companies all partnership interests of the Partnership free and clear of all Claims;
(b) Each Seller has full legal power, capacity and authority to execute and deliver this Agreement and the other Documents and to consummate the transactions contemplated hereby and thereby, and this Agreement and the other Documents have been duly and validly executed and delivered by such Seller and constitute the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with their terms;
(c) Ice has authorized capital consisting of 2,500 shares of voting common stock, with par value of $1.00 per share, of which 1,000 shares are issued and outstanding and no shares are held as treasury stock and 47,500 shares of non-voting common stock with par value of $1.00 per share, of which no shares are issued and outstanding and no shares are held as treasury stock. Blizzard has authorized capital...
Opinion of Counsel to the Sellers. The Buyer shall have received an opinion from counsel to Sellers, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer.
Opinion of Counsel to the Sellers. Video Update shall have received an opinion from counsel to the Sellers, dated the Release Date and in form and substance satisfactory to Video Update in substantially the form of Exhibit A.
Opinion of Counsel to the Sellers. The Buyer shall have received an opinion of Kennedy Covington Lobdell & Hickman, LLP, counsel to the Sellers, dated the date of the Closing, addressed to the Buyer, in the form of Exhibit B hereto.
Opinion of Counsel to the Sellers. The Buyer shall have received from Xxxxxxxx X. Xxxx counsel to the Sellers, an opinion, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer, and to the following effect:
(a) TSA Arizona is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona and TSA Michigan is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. The Companies are qualified to do business as a foreign corporation and are in good standing in the states set forth on SCHEDULE 2.4. The nature of the Business does not require either of the Companies to be licensed or qualified in any other jurisdiction. Each of the Companies has the corporate power and authority to own, lease, operate and hold its properties and to carry on its business as now conducted;
(b) Each of the Sellers has full legal power, capacity and authority to execute and deliver this Agreement and the other Documents and to consummate the transactions contemplated hereby and thereby, and this Agreement and the other Documents have been duly and validly executed and delivered by each of the Sellers and constitute the legal, valid and binding obligation of the Sellers, enforceable against each of the Sellers in accordance with their terms;
(c) TSA Arizona has authorized capital consisting of (i) 50,000 shares of Class A Voting common stock, with no par value per share, of which 3,000 shares are issued and outstanding and no shares are held as treasury stock, (ii) and 50,000 shares of Class B Nonvoting common stock none of which are issued or outstanding or held as treasury stock. TSA Michigan has authorized capital consisting of 60,000 shares of common stock, with no par value per share, of which 1,000 shares are issued and outstanding and no shares are held as treasury stock. All of the outstanding shares of the Companies have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding shares of Common Stock of either of the Companies have been issued in violation of any preemptive right. 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 either of the Companies, other than as contemplated by this Agreement;
(d) The Companies have no subsidiaries and do not own, dir...
Opinion of Counsel to the Sellers. Each Investor shall have received from Xxxxxxx Xxxx & Xxxxxxx, counsel for the Sellers, an opinion, dated as of the Closing, in the form attached hereto as Exhibit I. Each Investor shall have received from Tianyuan Law Office, counsel for the Sellers, an opinion, dated as of the Closing, in the form attached hereto as Exhibit J.
Opinion of Counsel to the Sellers. Purchaser shall have received the opinion of legal counsel for the Sellers satisfactory to the Purchaser, dated the Closing Date, in form reasonably satisfactory to Purchaser.
Opinion of Counsel to the Sellers. The Sellers shall deliver to Buyer an opinion of Alston & Bird, LLP, counsel to the Sellers, dated the Closing Date, ix xxxx and substance acceptable to Buyer's counsel.
