Opinion of Shareholders' Counsel. Key and the Parent shall have received a favorable opinion, dated the Closing Date, from Xxxxxxxx, Field, Krier, Manning, Xxxxx & Xxxxx, P.C., counsel to the Shareholders, in form and substance satisfactory to Key and the Parent, to the effect that (i) Xxxxxx has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Texas; (ii) has full requite corporate power and authority to carry on its business as it is currently conducted and to own and operate the properties currently owned and operated by it and is duly qualified or licenses to do business and is in good standing as a foreign corporation in New Mexico and in each other state in which the nature of the business requires such qualification; (iii) all outstanding shares of the Xxxxxx Common Stock have been validly issued and are fully paid and nonassessable; and (iv) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Shareholders and is enforceable against the Shareholders in accordance with its terms, except as the enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of Xxxxxx or the Shareholders as to matters of fact and (ii) on the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to Key and the Parent, as to matters other than federal or Texas law.
Opinion of Shareholders' Counsel. The Corporation shall have delivered to the Buyer an opinion of the Shareholders' counsel, Xxxxxx X. Xxxxxxx, Esq., Trinkle, Redman, Xxxxxxx, Xxxx & Coton, P.A., 000 Xxxxx Xxxxxxx Xx., Plant City, Florida 33564-9040, dated the closing date, that the Corporation's corporate existence, good standing, and authorized and issued stock are as stated in subparagraphs (a) and (b) of Paragraph 6; and that, except as may be specified by such counsel, they do not know or have any reasonable grounds to know of any litigation, proceeding, or governmental investigation pending or threatened against, or relating to, the Corporation, its properties, or business.
Opinion of Shareholders' Counsel. The Shareholders shall deliver a favorable opinion, dated the Closing Date, from Nelson, Hammond, & Self, P.C., counsel to the Shareholders, in form and substance satisfactory to Buyer, to the effect that (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Louisiana and is qualified to transact business in every jurisdiction in which the nature of the Company's contacts require such qualification, (ii) all outstanding shares of the Company Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights; (iii) all of the Company Shares are owned beneficially and of record by the Shareholders free of any Encumbrances; (iv) the Company owns all of its assets free and clear of any Encumbrances other than those Encumbrances listed on the Balance Sheet or Schedules hereto, and (v) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Shareholders and is enforceable against the Shareholders in accordance with its terms, except as the enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of the Company or the Shareholders as to matters of fact and (ii) on the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to Buyer, as to matters other than federal or Louisiana law.
Opinion of Shareholders' Counsel. The Shareholders shall deliver a favorable opinion, addressed to the Buyer and dated the Closing Date, from Xxxxxx & Xxxx, Newcastle, Wyoming, counsel to the Shareholders, in form and substance satisfactory to Buyer, to the effect that (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Wyoming and is qualified to transact business in every jurisdiction in which the nature of the Company's contacts require such qualification, (ii) all outstanding shares of the Company Common Stock have been validly issued and are fully paid and nonassessable and are free of preemptive rights, other than the preemptive rights set forth in Article VIII, Section 3, of the Company's Bylaws, which preemptive rights have been waived by the Company in accordance with the procedures set forth in the Company's Bylaws; (iii) all of the Company Shares are owned beneficially and of record by the Shareholders free of any Encumbrances; (iv) the Company owns all of its assets free and clear of any Encumbrances other than those Encumbrances listed on the Balance Sheet or the Schedules hereto, and (v) this Agreement and the Escrow Agreement, the Employment Agreements and the Non-Competition Agreements have been duly executed and delivered by, and this Agreement, the Employment Agreements, the Escrow Agreement and the Noncompetition Agreements are the legal, valid and binding obligations of the Shareholders that are parties thereto and are enforceable against the Shareholders that are parties thereto in accordance with their terms, except as the enforceability of this Agreement, the Escrow Agreement, the Employment Agreements and the Noncompetition Agreements may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of the Company or the Shareholders as to matters of fact and (ii) on the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to Buyer, as to matters other than federal or Wyoming law.
Opinion of Shareholders' Counsel. Exhibit 5.2.6-1 Form of Employment Agreement for Lasse Nordfjeld Exhibit 5.2.6-2 Form of Employment Agreement for Torsten Nordfjeld
Opinion of Shareholders' Counsel. The Purchaser shall have received an opinion of Xxxxxx, Halter & Xxxxxxxx LLP, counsel to the Shareholders, dated the date of the Closing, substantially in the form of Exhibit C.
Opinion of Shareholders' Counsel. The obligations of the Parent/Sub shall be subject to the receipt from Richman, Mann, Chizever, Xxxxxxxx & Xxxxxx of an opinion, dated the Closing Date, substantially in the form of EXHIBIT J.
Opinion of Shareholders' Counsel. 3 1.4.3. Lease of certain Real Estate. 3 1.4.4.
Opinion of Shareholders' Counsel. Buyer shall have received a favorable opinion, dated as of the Closing Date, from Xxxxxxxx X. Xxxxx, counsel to the Shareholders, in form and substance satisfactory to Buyer, to the effect that (i) the Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Texas; (ii), the Company has fully requisite corporate power and authority to carry on its business as it is currently conducted and to own and operate the properties currently used and operated by it, and is duly qualified to do business and is in good standing as a foreign corporation and authorized to do business in the State of New Mexico; (iii) all outstanding shares of the Company's common stock have been validly issued and are fully paid and non-assessable; (iv) the Shareholders hold good and valid title to all of the Company shares free and clear of all Encumbrances; and (v) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Shareholders, and is enforceable against the Shareholders in accordance with its terms, except as the enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon certificates of public officials and of officers of Seller or the Shareholders as to matters of fact.
Opinion of Shareholders' Counsel. An opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Shareholders, dated as of the Closing Date, in form and substance reasonably satisfactory to the parties.
