Common use of Opinion of Seller's Counsel Clause in Contracts

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:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Masada Security Holdings Inc), Asset Purchase Agreement (Masada Security Holdings Inc), 1 Asset Purchase Agreement (Masada Security Holdings Inc)

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

Appears in 4 contracts

Samples: Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/)

Opinion of Seller's Counsel. Seller The Purchaser shall have delivered to Purchaser received from counsel for the Seller an opinion of counsel for Seller, dated as of the date of Closing Date and in form and substance satisfactory to Purchaser's the Purchaser and its counsel, to the effect that:

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc)

Opinion of Seller's Counsel. Seller shall have delivered to Purchaser at the Closing an opinion of counsel for Seller, dated as of the Closing Date and in form satisfactory to Purchaser's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser and which may contain customary qualifications, assumptions and exceptions, substantially to the effect that:

Appears in 3 contracts

Samples: Asset Sale Agreement (Ibeam Broadcasting Corp), Asset Sale Agreement (Williams Communications Group Inc), Asset Sale Agreement (Williams Communications Group Inc)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser received an opinion of from counsel for Seller, to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to Purchaser's counselBuyer, to substantially the effect thatfollowing effect:

Appears in 3 contracts

Samples: Purchase and Contribution Agreement (Radiologix Inc), Asset Purchase Agreement (Radiologix Inc), Asset Purchase Agreement (Radiologix Inc)

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

Appears in 2 contracts

Samples: Acquisition Agreement, Acquisition Agreement (Sylvan Learning Systems Inc)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser an opinion of received from counsel for SellerSeller an opinion, dated as of the Closing Date and Date, in form and substance reasonably satisfactory to Purchaser's counsel, Buyer as to the effect that:matters set forth in Schedule 8.6.

Appears in 2 contracts

Samples: Share Purchase Agreement (American Industrial Properties Reit Inc), Share Purchase Agreement (Usaa Real Estate Co)

Opinion of Seller's Counsel. Seller Purchaser shall have delivered to Purchaser received an opinion of counsel for Seller's independent legal counsel, dated as of the Closing Date and Date, addressed to Purchaser, in form and substance reasonably satisfactory to Purchaser's counsel, to the effect that:

Appears in 2 contracts

Samples: Asset Purchase Agreement (NHP Retirement Housing Partners I LTD Partnership), Asset Purchase Agreement (Capital Senior Living Corp)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fast Food Operators Inc), Asset Purchase Agreement (Fast Food Operators Inc)

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

Appears in 2 contracts

Samples: Patent Assignment Agreement (Alaris Medical Systems Inc), Patent Assignment Agreement (Alaris Medical Inc)

Opinion of Seller's Counsel. Seller Purchaser shall have delivered received the opinion of Sellers' counsel, which shall be in form and substance satisfactory to Purchaser an opinion of counsel for Seller, dated as of the Closing Date and in form satisfactory to Purchaser's its counsel, to the effect that:.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ennis, Inc.), Stock Purchase Agreement (Ennis Business Forms Inc)

Opinion of Seller's Counsel. Seller At the Closing Date there shall have been delivered to Purchaser Buyer an opinion of from counsel for Seller, dated as of the Closing Date and in form satisfactory Date, acceptable to Purchaser's counselcounsel for Buyer, to the effect that:

Appears in 2 contracts

Samples: Purchase and Sale (Metromedia International Group Inc), Landmark Theatre Corp

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser received an opinion of from counsel for Seller, to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance reasonably satisfactory to Purchaser's counselBuyer, to substantially the effect thatfollowing effect:

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Vanguard Health Systems Inc)

Opinion of Seller's Counsel. Seller shall have delivered to furnished Purchaser with an opinion opinion, dated the Closing Date, of Holland & Knight, LLP, counsel for Seller, dated as of the Closing Date and in form and substance reasonably satisfactory to Purchaser's the Purchaser and its counsel, to the effect that:attached hereto as Exhibit C.

Appears in 1 contract

Samples: Stock Purchase Agreement (Digital Angel Corp)

Opinion of Seller's Counsel. Seller shall have delivered to Purchaser Buyer an opinion of counsel for Seller, to Seller dated as of the Closing Date and Date, in form and substance satisfactory to Purchaser's counselBuyer, with respect to the effect that:matters set forth in Exhibit E hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Shop Vac Corp)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiloh Industries Inc)

Opinion of Seller's Counsel. Seller Buyers shall have delivered received from counsel to Purchaser Sellers, an opinion of counsel for Sellersatisfactory to Buyers, dated as of the Closing Date and in form satisfactory to Purchaser's counsel, addressed to the effect that:Buyers in the form annexed hereto as Exhibit E.

Appears in 1 contract

Samples: Purchase Agreement (Serologicals Corp)

Opinion of Seller's Counsel. Seller The Buyer shall have delivered to Purchaser received an opinion of counsel for Seller, dated as the Seller signed by the General Counsel of the Guarantor and dated the Closing Date and Date, in form and substance satisfactory to Purchaser's the Buyer and its counsel, to the effect that:set forth in EXHIBIT 9.05 attached hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (United Guardian Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Certified Services Inc)

Opinion of Seller's Counsel. Seller Sellers' counsel shall have executed and delivered to Purchaser Buyer an opinion of counsel for SellerSellers, dated as of the Closing Date and in form satisfactory Date, reasonably acceptable to PurchaserBuyer's counsel, to the effect that:lender.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Thermal Solutions Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiloh Industries Inc)

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Opinion of Seller's Counsel. Seller Buyer shall have delivered received from counsel to Purchaser Seller an opinion of counsel for Sellerin form reasonably satisfactory to the Buyer, addressed to Buyer, and dated as of the Closing Date and in form satisfactory to Purchaser's counsel, to the effect that:Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brown & Brown Inc)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser an received the opinion of Husch Xxxxxxxxx LLP, counsel for to Seller, dated as of the Closing Date and in form and substance reasonably satisfactory to Purchaser's Buyer’s counsel, to the effect that:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Telkonet Inc)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser an opinion of received from counsel for SellerSeller a written opinion, dated as of the Closing Date Date, addressed to Buyer and in form satisfactory to PurchaserBuyer and Buyer's counsel, to the effect that:in form and substance substantially as set forth in Exhibit G hereto; and

Appears in 1 contract

Samples: Asset Purchase Agreement (C H Robinson Worldwide Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Energy King, Inc.)

Opinion of Seller's Counsel. Seller Purchaser shall have delivered to Purchaser an opinion of received from counsel for Seller, an opinion dated as the date of the Closing Date and in form and substance reasonably satisfactory to Purchaser's counsel, to the effect that:set forth in Exhibit A.

Appears in 1 contract

Samples: Share Purchase Agreement (Ubics Inc)

Opinion of Seller's Counsel. Seller If requested before Closing Date, Sellers shall have delivered deliver to Purchaser an Buyer a legal opinion of from Sellers' counsel for Seller, dated as of the Closing Date and in a form satisfactory acceptable to Purchaser's counsel, to the effect that:Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Key Energy Group Inc)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser an received the --------------------------- opinion of counsel for Seller, to Seller dated as of the Closing Date and Date, in form satisfactory reasonably acceptable to PurchaserBuyer's counsel, to the effect that:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

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

Appears in 1 contract

Samples: Stock Exchange Agreement (Logistics Management Resources Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Lanvision Systems Inc)

Opinion of Seller's Counsel. Seller shall have delivered to Purchaser Buyer an opinion of counsel for Sellerreasonably acceptable to Buyer, dated as of the Closing Date and Date. in form and substance satisfactory to Purchaser's counselBuyer, with respect to the effect that:matters set forth on Exhibit L attached hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Middleby Corp)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser received an opinion of from counsel for Seller, to Sellers (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance reasonably satisfactory to Purchaser's counselBuyer, to substantially the effect that:following effect;

Appears in 1 contract

Samples: Asset Purchase Agreement (VHS of Phoenix Inc)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser receive an opinion of counsel for the Seller’s counsel, dated as of the Closing Date and Date, in form and substance reasonably satisfactory to Purchaser's Buyer and its counsel, to the effect that:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stressgen Biotechnologies Corp)

Opinion of Seller's Counsel. Seller Buyer shall have delivered to Purchaser received an opinion of from counsel for Seller, to Xxxxxx (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance reasonably satisfactory to Purchaser's counselBuyer, to substantially the effect thatfollowing effect:

Appears in 1 contract

Samples: Purchase and Sale Agreement

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