Opinion of Counsel to Xxxxx and Xxxxx Holdings Sample Clauses

Opinion of Counsel to Xxxxx and Xxxxx Holdings. Sellers shall have received a favorable opinion, addressed to it and dated the Closing Date, of Messrs. Stairs Xxxxxxxxxx Xxxxxx & Xxxxx, counsel for Xxxxx and Xxxxx Holdings, satisfactory in substance and form to Sellers and their counsel, to the effect that: (i) Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to conduct its business and to own and hold the properties used in connection therewith. (ii) The total authorized capital stock of Xxxxx consists of 1,000 shares of common stock, par value $1.00 each, of which all such shares are validly issued and outstanding, fully paid and non-assessable. (iii) Xxxxx and Xxxxx Holdings have all requisite corporate power and authority to enter into, execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the provisions hereof. This Agreement constitutes the valid and binding obligations of Xxxxx and Xxxxx Holdings, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws or equitable principles affecting creditors' rights generally. (iv) To the knowledge of such counsel, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or any other person is required in connection with the execution and delivery of this Agreement by Xxxxx and Xxxxx Holdings or the consummation of the transactions contemplated hereby by Xxxxx and Xxxxx Holdings. (v) Neither the execution and the delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms, conditions or provisions hereof (a) will conflict with or result in a breach of any relevant statute, law, ordinance, rule or regulation applicable to Xxxxx or Xxxxx Holdings, or the terms, conditions or provisions of the Certificate of Incorporation or the By-Laws of Xxxxx or the Certificate of Formation of Xxxxx Holdings or any mortgage, indenture, lease, agreement, or other instrument, or any permit, concession, grant, franchise, license, judgment, order or decree to which Xxxxx or Xxxxx Holdings is a party or by which it may be bound, or (b) will constitute, with the giving of notice or the passage of time or both, a default by Xxxxx or Xxxxx Holdings under any of the foregoing, or (c) will acceler...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Opinion of Counsel to Xxxxx and Xxxxx Holdings

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!