Opinion of Franchisee’s Counsel Sample Clauses

Opinion of Franchisee’s Counsel. The City shall have received an opinion dated as of the date of the Closing from outside counsel to the Franchisee in form and substance reasonably satisfactory to the Commissioner and the Corporation Counsel;
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Opinion of Franchisee’s Counsel. Franchisee shall furnish to Franchisor, prior to or contemporaneously with the execution of this Agreement, an opinion of Franchisee's counsel, satisfactory in form and substance to Franchisor and its counsel, dated as of the date of execution of this Agreement. Such opinion shall be, in each case to the extent applicable, to the effect that (1) Franchisee is a corporation, partnership or other entity, as the case may be, duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, is qualified and in good standing in every other state in which the nature of its business requires qualification, and has all necessary corporate power, or power granted under a partnership agreement or applicable law, and authority to execute, deliver and perform the Franchise Agreement and to carry on the Franchised Business and to own the properties incident thereto; (2) the execution and delivery of this Agreement and the carrying on of the Franchised Business will not result in or constitute (A) a default or an event that, with notice or lapse of time or both, would be a default, breach or violation of the articles of incorporation or bylaws, partnership agreement or certificate, or other organizational document, of Franchisee or any subsidiary or related entity of Franchisee, or any lease, license, promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust or other agreement, instrument or arrangement to which Franchisee or any of its subsidiaries or related entities is a party or by which any of them or the property of any of them is bound, (B) an event that would permit any party to terminate any agreement or to accelerate the maturity of any indebtedness or other obligation of Franchisee or any of its subsidiaries or related entities, or (C) the creation or imposition of any lien, charge or encumbrance on any of the properties of Franchisee or any of its subsidiaries or related entities; (3) Franchisee has the right, power, legal capacity and authority to execute, deliver and perform its obligations under this Agreement, and no approvals or consents of any other persons, firms, corporations or governmental entities are necessary in connection therewith; (4) this Agreement has been duly and validly authorized and, when executed and delivered by Franchisee, will be valid and binding on Franchisee and enforceable in accordance with its terms, except as limited by applicable bankruptcy ...
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Related to Opinion of Franchisee’s Counsel

  • Opinion of Buyer's Counsel Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion of Tax Counsel On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Manager a written opinion of Hxxxxxxx LLP, tax counsel for the Company and the Operating Partnership, or other counsel satisfactory to the Manager, in form and substance satisfactory to the Manager and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager with a Reliance Letter to the effect that the Manager may rely on a prior opinion delivered under this Section 7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

  • Opinion of Seller's Counsel Seller shall have delivered to Purchaser an opinion of counsel for Seller, dated as of the Closing Date and in form satisfactory to Purchaser's counsel, to the effect that:

  • Opinion of Purchaser's Counsel The Purchaser shall deliver at Closing an opinion of counsel to the Purchaser addressed to the Sellers in substantially the form attached hereto as Exhibit 8.5.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

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