Opinion of Seller's Council. Seller shall have delivered to Purchaser an opinion of counsel for Seller, dated as of the Closing Date and in a form satisfactory to Purchaser's counsel, to the effect that:
Opinion of Seller's Council Sample Clauses
Related to Opinion of Seller's Council
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 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 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 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.
Tax Matters Cooperation Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, any claim for a refund of any Tax, and any audit or Tax proceeding. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
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 Special Intellectual Property Counsel for the Company On the Closing Date, the Representative shall have received the opinion of Mxxxxx, Xxxxx & Bockius LLP, as special intellectual property counsel for the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.
Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).
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 Letters The opinions required under Section 11.03(a) and Section 11.03(f) of the Agreement in connection with this Amendment are attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
