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

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.

Appears in 2 contracts

Samples: Agreement to Purchase Selected Assets (Alaris Medical Systems Inc), Agreement to Purchase Selected Assets (Alaris Medical Inc)

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

Appears in 2 contracts

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

Opinion of Seller's Counsel. Buyer The Purchasers shall receive an have received the favorable opinion of the Seller's Sellers’ counsel (which may be in-house counsel), dated the Closing Date, in a form and substance reasonably satisfactory agreed upon by the Parties prior to Buyer and its counselClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vanguard Health Systems Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Shop Vac Corp)

Opinion of Seller's Counsel. The Buyer shall receive an have received the written opinion of the Seller's counsel, dated the Closing DateDate of Faegre & Xxxxxx LLP, counsel for the Sellers, in form and substance reasonably satisfactory to the Buyer and its counsel.

Appears in 1 contract

Samples: Stock Purchase Agreement (K Tron International Inc)

Opinion of Seller's Counsel. Sellers' counsel shall have executed and delivered to Buyer shall receive an opinion of the Seller's counselcounsel for Sellers, dated as of the Closing Date, in form and substance reasonably satisfactory acceptable to Buyer and its counselBuyer's lender.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Thermal Solutions Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Brown & Brown Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiloh Industries Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (United Guardian Inc)

Opinion of Seller's Counsel. Buyer shall receive have received an opinion of the Mxxxxx & Mxxxxx, PLLC, counsel to Seller's counsel, dated as of the Closing DateClosing, in form and substance reasonably satisfactory to Buyer and its counselBuyer.

Appears in 1 contract

Samples: Share Exchange Agreement (First Security Group Inc/Tn)

Opinion of Seller's Counsel. Buyer shall receive an opinion of the Seller's counsel, dated the If requested before Closing Date, in form and substance reasonably satisfactory Sellers shall deliver to Buyer and its counsela legal opinion from Sellers' counsel in a form acceptable to Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Key Energy Group Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Lanvision Systems Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corsair Communications Inc)

Opinion of Seller's Counsel. Seller shall have delivered to Buyer shall receive an opinion of the Seller's counselcounsel reasonably acceptable to Buyer, dated as of the Closing Date, . in form and substance reasonably satisfactory to Buyer and its counselBuyer, with respect to the matters set forth on Exhibit L attached hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Middleby Corp)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiloh Industries Inc)

Opinion of Seller's Counsel. Buyer The Purchaser shall receive have received an opinion of counsel to the Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its Purchaser’s counsel.. ARTICLE VII

Appears in 1 contract

Samples: Stock Purchase Agreement (Certified Services Inc)

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Opinion of Seller's Counsel. Buyer shall receive an opinion of the Seller's counselhave received from counsel for Seller a written opinion, dated the Closing Date, addressed to Buyer and satisfactory to Buyer and Buyer's counsel, in form and substance reasonably satisfactory to Buyer and its counsel.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. Buyer The Purchaser shall receive have received an opinion of counsel to the Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its Purchaser's counsel.

Appears in 1 contract

Samples: Stock Exchange Agreement (Logistics Management Resources Inc)

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

Appears in 1 contract

Samples: Share Purchase Agreement (Ubics Inc)

Opinion of Seller's Counsel. Buyer Buyers shall receive have received from counsel to Sellers, an opinion of the Seller's counselcounsel satisfactory to Buyers, dated as of the Closing Date, Date and addressed to the Buyers in the form and substance reasonably satisfactory to Buyer and its counsel.annexed hereto as Exhibit E.

Appears in 1 contract

Samples: Purchase Agreement (Serologicals Corp)

Opinion of Seller's Counsel. The Buyer shall receive an have received --------------------------- the opinion of Seulthaus & Xxxxx, P.C., counsel to the Seller's counsel, dated the Closing DateSellers, in form and substance reasonably satisfactory acceptable to the Buyer and its counseldated as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opta Food Ingredients Inc /De)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Opinion of Seller's Counsel. Seller shall deliver to Buyer shall receive an and its lender the favorable opinion of the counsel for Seller's counsel, dated the Closing Dateas of Closing, in form and substance reasonably satisfactory acceptable to Buyer and its counsellender.

Appears in 1 contract

Samples: Lease and Purchase Agreement (New American Healthcare Corp)

Opinion of Seller's Counsel. Buyer shall receive have received from O'Melveny and Myerx XXX, counsel for Seller, an opinion dated as of the Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel., that:

Appears in 1 contract

Samples: Purchase Agreement (Lyon William)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Stressgen Biotechnologies Corp)

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