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 Seller's Counsel. Buyer shall have received an opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to Buyer, to substantially the following effect:
(a) Seller is a limited partnership validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.
(b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be.
(c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon.
(d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologix.
Opinion of Seller's Counsel. The Seller shall have delivered an opinion of counsel in a form reasonably satisfactory to the Buyer.
Opinion of Seller's Counsel. The Seller shall have delivered to the Buyer at the Closing an opinion of Baratta & Goldstein, Attoxxxxx xt Lxx, xxxxx the Closing Date, to the effect that:
(i) Segue, Ltd. is a corporation duly organized, validly existing and in good standing under the laws of the State of California,
(ii) Sellers have full corporate power and authority to sell the Purchased Property to the Buyer;
(iii) All corporate proceedings required to be taken by the Seller to authorize it to carry out this Agreement and the transactions contemplated herein have been duly and properly taken, and this Agreement has been duly and validly executed and constitutes the valid and binding obligation of the Seller and the Shareholder in accordance with its terms;
(iv) The instruments of conveyance delivered by the Seller to the Buyer at the Closing have been duly authorized and validly executed and constitute valid and binding instruments of conveyance of the Seller in accordance with their respective terms; and
(v) The execution and delivery of this Agreement, and the performance of the Seller and the Shareholder of their obligations hereunder will not conflict or violate any provision of Segue's Certificate of Incorporation or its By-Laws or conflict with or violate any provisions of, or result in a default or acceleration of any obligation under, any mortgage, lease, contract, agreement, indenture, or other instrument or undertaking, of which such counsel has knowledge, or any order decree or judgment, of which such counsel has knowledge, to which the Seller is a party or by which any of them or their property is bound.
Opinion of Seller's Counsel. The Purchaser shall have received an opinion from outside counsel to the Seller, dated the Closing Date, in substantially the form attached as Exhibit 6.2(h);
Opinion of Seller's Counsel. The Sellers shall deliver at Closing an opinion of counsel to the Sellers addressed to the Purchaser and the Purchaser's lender in substantially the form attached hereto as Exhibit 7.7.
Opinion of Seller's Counsel. Buyer shall have received an opinion --------------------------- of Xxxx Xxxxx Xxxx Xxxxxxxx & Xxxxx, P.C., counsel to Seller, dated as of Closing, substantially in the form of Exhibit 7.1(e). --------------
Opinion of Seller's Counsel. Seller's counsel shall have furnished Buyer with its opinion on certain matters relating to the transactions contemplated hereby in form acceptable to Buyer and its counsel.
Opinion of Seller's Counsel. An opinion of Seller's Counsel in a form to be agreed upon by the parties; and
Opinion of Seller's Counsel. The Purchaser shall have received an opinion of counsel to the Sellers and the Company (which will be addressed to the Purchaser), dated the Closing Date, in the form of reasonably satisfactory to Purchaser.
