Common use of Opinion of Vendor's Attorney Clause in Contracts

Opinion of Vendor's Attorney. The Purchaser and Neptune have received legal opinions of the Vendor's attorneys, dated as of the date of Closing, respecting the transactions contemplated in this Agreement, consistent with standard agreements for the purchase and sale of funeral businesses. If any of the conditions contained in this Subsection 8.1 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of Neptune and the Purchaser and Neptune, acting reasonably, the Purchaser may, by notice to the Vendor, terminate this Agreement and the obligations of the Vendor, Neptune and the Purchaser under this Agreement, provided that the Purchaser may also bring an action against the Vendor for damages suffered by the Purchaser where the non-performance or non-fulfilment of the relevant condition is as a result of a breach of covenant, representation or warranty (as the same may be modified by a notice pursuant to Subsection 4.12(b) by the Vendor. Any such condition may be waived in whole or in part by the Purchaser without prejudice to any claims it may have for breach of covenant, representation or warranty

Appears in 2 contracts

Samples: Asset Purchase Agreement (Neptune Society Inc/Fl), Asset Purchase Agreement (Neptune Society Inc/Fl)

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Opinion of Vendor's Attorney. The Purchaser and Neptune have received legal opinions of the VendorHeritage's attorneys, dated as of the date of Closing, respecting the transactions contemplated in this Agreement, consistent with standard agreements for the purchase and sale of funeral and cremation businesses. If any of the conditions contained in this Subsection 8.1 7.1 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of Neptune and the Purchaser and Neptune, acting reasonably, the Purchaser may, by notice to the VendorHeritage, terminate this Agreement and the obligations of the VendorHeritage, Neptune and the Purchaser and Neptune under this Agreement, provided that the Purchaser may also bring an action against the Vendor Heritage for damages suffered by the Purchaser where the non-performance or non-fulfilment of the relevant condition is as a result of a breach of covenant, representation or warranty (as the same may be modified by a notice pursuant to Subsection 4.12(b3.15(b) by the VendorHeritage). Any such condition may be waived in whole or in part by the Purchaser without prejudice to any claims it may have for breach of covenant, representation or warranty

Appears in 1 contract

Samples: Heritage Asset Purchase Agreement (Neptune Society Inc/Fl)

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Opinion of Vendor's Attorney. The Purchaser and Neptune have received legal opinions of the Vendor's attorneys, dated as of the date of Closing, respecting the transactions contemplated in this Agreement, consistent with standard agreements for the purchase and sale of funeral businesses. If any of the conditions contained in this Subsection 8.1 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of Neptune and the Purchaser and NeptunePurchaser, acting reasonably, the Purchaser may, by notice to the Vendor, terminate this Agreement and the obligations of the Vendor, Neptune and the Purchaser under this Agreement, provided that the Purchaser may also bring an action against the Vendor for damages suffered by the Purchaser where the non-performance or non-fulfilment of the relevant condition is as a result of a breach of covenant, representation or warranty (as the same may be modified by a notice pursuant to Subsection 4.12(b4.14(b) by the Vendor). Any such condition may be waived in whole or in part by the Purchaser without prejudice to any claims it may have for breach of covenant, representation or warranty

Appears in 1 contract

Samples: Share Purchase Agreement (Neptune Society Inc/Fl)

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