Opinion of the Buyer's Counsel. The Buyer shall have delivered to the Shareholder the written opinion, dated the Closing Date, of Xxxxxx & Associates, counsel for the Buyer, in the form set forth in Exhibit C hereto.
Opinion of the Buyer's Counsel. The Company shall have received an opinion, dated the Closing Date, of Werbxx xxx Carnelutti, counsel to the Buyer, in form and substance reasonably satisfactory to the Company substantially in the form set forth as Exhibit 5.4.
Opinion of the Buyer's Counsel. The Sellers shall have received a written opinion from Xxxxxxxxx Traurig, counsel for the Buyer, addressed to the Sellers and dated the Closing Date, satisfactory to the Sellers as to form and substance, in substantially the form of EXHIBIT H annexed hereto.
Opinion of the Buyer's Counsel. Millennium and the Sellers shall have received the opinion of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP, counsel to the Buyer, dated as of the Closing Date, in a form reasonably satisfactory to Millennium, substantially to the effect that: (i) the Buyer is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) the Buyer has the corporate power to enter into the Agreements, and to consummate the transactions contemplated hereby and thereby; (iii) the execution and delivery of the Agreements, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Buyer; (iv) this Agreement has been duly executed and delivered by the Buyer and (assuming that it is a valid and binding obligation of the other parties thereto) is a valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally, and as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Datatec Common Stock purchased pursuant to Section 1.2 hereof have been duly authorized and either (i) are validly issued, fully paid and non-assessable or (ii) will be validly issued, fully paid and non-assessable upon payment of the Earn-Out Payment and exercise of the Datatec Warrants, subject, however, to receipt by the Buyer of the exercise price for the Datatec Warrants in accordance with their terms; and (vi) the execution, delivery or performance of the Agreement by the Buyer and the consummation by the Buyer of the transactions herein, to the best of such counsel's knowledge, does not conflict with or result in a breach of, or default under, the Buyer's articles of incorporation or by-laws or any material indenture, mortgage, deed of trust, voting trust agreement, shareholders agreement, note agreement or other material agreement or other material instrument to which the Buyer is a party or by which the Buyer is bound or to which any of the property of the Buyer is subject. Such opinion shall be limited to the laws of the State of New York and United States federal law. Insofar as the opinion expressed in subsection (iv) above relates to matters that are governed by the...
Opinion of the Buyer's Counsel. The Stockholders shall ------------------------------ have received from Xxxxx & Xxxxxxx, L.L.P., counsel to the Buyer, a favorable opinion, dated the Closing Date, in form and substance mutually satisfactory to the parties, such form of opinion to be agreed upon by the parties hereto prior to Closing.
Opinion of the Buyer's Counsel. The Seller shall have ------------------------------ received from Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., an opinion dated the Closing Date, in substantially the form attached hereto as Exhibit 7.03. ------------
Opinion of the Buyer's Counsel. Buyer shall have delivered to Seller an opinion of the counsel to the Buyer, dated as of the Closing Date, in form and substance satisfactory to Buyer, to the effect that:
Opinion of the Buyer's Counsel. The Sellers shall have received from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., an opinion dated the Closing Date, in substantially the form attached hereto as Exhibit 7.03.
Opinion of the Buyer's Counsel. The Seller shall have received the favorable opinion of Xxxxxx & Xxxxx LLP, counsel for the Buyer, as to such matters as the Seller may reasonably request.
Opinion of the Buyer's Counsel. Seller shall have received from Dyer, Ellis, Xxxxxx & Xxxxx, counsel to Buyer, an opinion dated as of the Closing Date substantially in the form of Schedule 10.3 hereto.
