Opinion of Morexxxx Sample Clauses

Opinion of Morexxxx. Xxxxxxx, x Partnership of Professional Corporations. PEC shall have received an opinion of Morexxxx-Xxxxxxx, xxunsel to the Foundation and Greaxxxxxx Xxxritable Remainder Trust, dated the Closing, substantially to the effect that: (i) the organization, existence and good standing of the Foundation and Greaxxxxxx Xxxritable Remainder Trust are as stated in this Agreement; (ii) the Foundation and Greaxxxxxx Xxxritable Remainder Trust has full power and authority to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by each of them and, assuming the due and valid authorization, execution and delivery by PEC and PDC, constitutes the legal, valid and binding agreement of the Foundation and Greaxxxxxx Xxxritable Remainder Trust enforceable against them in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law; (iii) the execution and performance by the Foundation and Greaxxxxxx Xxxritable Remainder Trust will not violate the Articles of Incorporation or Bylaws of the Foundation or the trust instruments of Greaxxxxxx Xxxritable Remainder Trust and will not violate, result in breach or, or constitute a default under, any material lease, mortgage, contract, agreement, instrument, law, rule, regulation, judgment, order or decree known to such counsel to which the Foundation or Greaxxxxxx Xxxritable Remainder Trust is a party or to which it or any of its properties or assets may be bound; (iv) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental agency or body which has not been obtained as required on behalf of the Foundation or Greaxxxxxx Xxxritable Remainder Trust for consummation of the transactions contemplated by this Agreement; (v) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting the Foundation or Greaxxxxxx Xxxritable Remainder Trust by any governmental entity which seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement. In rendering such opinion, counsel for the Foundation and Greaxxxxxx Xxxritable Rem...
Sample 1
AutoNDA by SimpleDocs

Related to Opinion of Morexxxx

  • Delivery of Opinion of Counsel in Connection with Substitutions (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause each REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer, or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

  • 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.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • 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 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, 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.

  • 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 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 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.

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