Opinion of Sellers' and Shareholder's Counsel Sample Clauses

Opinion of Sellers' and Shareholder's Counsel. Buyer shall have received an opinion of Pepper, Hamilton & Scheetz, LLP, counsel to Sellers and Shareholder, anx xxxxxxns xx Xxxx counsel, Arkansas counsel and Texas counsel to Sellers and Shareholders, each dated the Closing Date and addressed to Buyer, in form and substance satisfactory to Buyer, to the effect that: (i) Shareholder and each Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the corporate power to carry on its business as it is then being conducted; (ii) Shareholder is the owner of record of all of the capital stock of each Seller except that The Future Now, Inc. is the owner of record of all of the capital stock of XLSource. (iii) Shareholder and each Seller has full corporate power and authority to enter into this Agreement, the Assignment Agreement, the Escrow Agreement, the Transition Services Agreement and the bills of sale, assignments and other instruments of transfer referred to in this Agreement to which it is a party and to consummate the transactions contemplated hereby, and all corporate and other proceedings required to be taken by or on the part of Shareholder and each Seller to authorize it to enter into this Agreement, the Assignment Agreement, the Escrow Agreement, the Transition Services Agreement and the bills of sale, assignments and other instruments of transfer referred to in this Agreement and to consummate the transactions contemplated hereby have been duly and properly taken; (iv) This Agreement, the Escrow Agreement, the Assignment Agreement, the Transition Services Agreement, the bills of sale, assignments and other instruments of transfer delivered by Shareholder and Sellers pursuant to Section 7.01 to which Shareholder or Sellers is or are a party have been duly executed and delivered by Shareholder or Sellers, as appropriate, and each constitutes a legal, valid and binding obligation of Shareholder and Sellers, as the case may be, enforceable in accordance with its respective terms; (v) The execution, delivery and performance by Shareholder and Sellers of the agreements and instruments referred to in paragraph (iv) above to which Sellers or Shareholder is a party, (A) will not conflict with or violate any provision of any applicable law, rule or regulation or any order, writ, injunction or decree known to such counsel, (B) will not conflict with any provision of the Articles of Incorporation or By-laws of Sellers or Sharehold...
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Opinion of Sellers' and Shareholder's Counsel. At the Closing, Seller and the Shareholders shall deliver to Purchaser the opinion of their counsel, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 6.1.
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Opinion of Sellers' and Shareholder's Counsel. At the Closing, Buyer shall have received from Powell, Goldstein, Frazxx & Xurpxx XXX, counsel for Seller and Shareholders, an opinion dated as of the date of the Closing, in the form attached hereto prior to Closing as EXHIBIT "8.2".
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Opinion of Sellers' and Shareholder's Counsel. Buyer shall have received a favorable opinion dated the Closing Date of counsel to Seller and Shareholder, in form and scope of Exhibit "G."
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Related to Opinion of Sellers' and Shareholder's Counsel

  • Opinion of Seller's Counsel Buyer shall receive an opinion of the Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel.

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

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

  • Certificate of Selling Stockholders A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of each Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, 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, substantially to the effect set forth set forth in Exhibit B hereto.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Selling Stockholders’ Certificate On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

  • 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 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.

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