OPINION OF COUNSEL TO X'XXXXX, LFI AND OFP Sample Clauses

OPINION OF COUNSEL TO X'XXXXX, LFI AND OFP. ACRG shall have received the opinion of counsel to X'Xxxxx, LFI and OFP, dated as of the Closing Date, in form and substance acceptable to counsel to ACRG, to the effect that: (i) LFI is a corporation and OFP is a limited partnership, each duly organized, validly existing and in good standing under the laws of the State of Texas and each has all requisite power and authority to own or lease and operate its properties and to carry on its business as now being conducted. Copies of the Articles of Incorporation of LFI (certified by the Secretary of State of the State of Texas) and the Bylaws of LFI (certified by the Secretary of LFI) and the Articles of Limited Partnership and Certificate of Limited Partnership, as amended, of OFP (certified by the general partner of OFP) delivered to ACRG prior to the Closing, are true, correct and complete and reflect all amendments thereto as of the date hereof. (ii) X'Xxxxx, LFI and OFP each has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or general partner, as the case may be, and the shareholders or partners, as the case may be, and no proceedings on the part of either LFI or OFP are necessary to authorize this Agreement or the consummation of the execution and delivery of this Agreement by either of LFI or OFP and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of X'Xxxxx, LFI and OFP, and this Agreement constitutes the legal, valid and binding agreement of each of X'Xxxxx, LFI and OFP enforceable in accordance with its terms. (iii) No filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance by any of X'Xxxxx, LFI or OFP with any of the provisions hereof will, as of the Closing Date, (1) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of LFI or the Articles of Limited Partnership and Certificate of Limited Partnership, as amended, of OFP, (2) result in a violation o...

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Related to OPINION OF COUNSEL TO X'XXXXX, LFI AND OFP

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, 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 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 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 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 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.
Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).
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 of Counsel to the Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.
Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.