OPINION OF XXXXXX & XXXXXXXX Sample Clauses

OPINION OF XXXXXX & XXXXXXXX. The Sellers shall have received from Xxxxxx & Xxxxxxxx, counsel to the Buyer, an opinion dated as of the Closing Date, in form and substance reasonably satisfactory to the Sellers, and to the following effect: (a) The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse impact on the Buyer's ability to pay its obligations under this Agreement; (b) The Buyer has the corporate power and authority to execute, deliver and perform the Agreement and the other Documents. The execution, delivery and performance of the Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly executed and delivered by the Buyer and constitute the legal, valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their terms; and (c) The execution and delivery of the Agreement and the other Documents, the consummation of the transactions contemplated hereby and thereby, and the performance of the Agreement and such other agreements in compliance with the terms and conditions hereof and thereof by the Buyer will not (i) violate, conflict with or result in any breach of any trust agreement, certificate of incorporation, bylaw, judgment, decree, order, statute or regulation applicable to the Buyer, (ii) violate, conflict with or result in a breach of or default (or give rise to any right of termination, cancellation or acceleration) under any law, rule or regulation or any judgment, decree, order, governmental permit, license or order or any of the terms, conditions or provisions of any mortgage, indenture, note, license, agreement or other instrument to which the Buyer is a party, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer.
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OPINION OF XXXXXX & XXXXXXXX. The Agents shall have received from Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel to the Agents, such opinion or opinions, dated the Closing Date, with respect to such matters as the Agents may reasonably request and Xxxxxxx Kodak shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass on such matters.
Sample 1
OPINION OF XXXXXX & XXXXXXXX. The Seller shall have received from Xxxxxx & Xxxxxxxx, counsel to the Buyer, an opinion dated as of the Effective Date, in form and substance reasonably satisfactory to the Seller, and to the following effect: (a) The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer is qualified to transact business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse impact on the Buyer's ability to pay its obligations under this Agreement; (b) The execution, delivery and performance of the Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly executed and delivered by the Buyer and constitute the legal, valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their terms except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally; (c) The Buyer has authorized capital consisting of (a) 100,000,000 shares of $.001 par value common stock, of which 13,503,967 shares were issued and 13,430,188 shares were outstanding as of October 15, 1998 and (b) 50,000,000 shares of $.001 par value preferred stock, of which (i) 4,000,000 shares have been designated as "10% Cumulative Convertible Series A Preferred Stock" of which 2,980,000 shares were issued and outstanding as of October 15, 1998 and (ii) 400,000 shares have been designated as 10% Cumulative Convertible Series B Preferred Stock" of which no shares were issued and outstanding as of December 1, 1998; and (d) As of the Effective Date, the Buyer Series B Preferred Stock is convertible into Buyer Common Stock on a share for share basis.
Sample 1

Related to OPINION OF XXXXXX & XXXXXXXX

  • XX XXXXXXX XXXXXXX the parties hereof have caused this Agreement to be executed in duplicate on the day and year first above written.

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxx Xxxxxxxx I certify that I am a legal United States citizen, or possess legal residency, or visitor status to be in the United States, and that I shall provide proof of said legal status if requested prior to or during any American Legion national-level ALB participation. I further understand that I shall be denied participation in any American Legion national-level youth programs if I refuse to comply with providing proof of said legal status, or are not legally in the United States. Player’s signature Player’s printed name Date I am a parent with legal custody or legal guardian of the above player and hereby consent and agree to the foregoing terms and provisions on the above player’s behalf. Parent’s or legal guardian’s signature Parent's or legal guardian's printed name Player’s name (first, middle, last) Parent’s home address (street address, city, state, ZIP) Parent’s telephone number Emergency contact person & phone number Medical Insurance Policy # Family physician & phone number High school attended Year of graduation School enrollment (grades 10, 11, 12) Player’s email address Player’s Birth Date (Month/Year) Primary position Player’s height Player’s weight

  • Xxx Xxxxxxxxx At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also available at the Bureau’s website. Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA. The first section of this summary sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA describing your duties as a furnisher.

  • Xx Xxxxxx No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.

  • Xxxx Xxxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxx Xxxxxxx If the Parties do not agree on an Adjudicator the Adjudicator will be appointed by the Arbitration Foundation of Southern Africa (AFSA).

  • Xxxx Xxxxxxxxx Secondary Contact Title 3 Secondary Contact Email Secondary Contact Phone 5 Secondary Contact Fax Secondary Contact Mobile 1 Administration Fee Contact Name 8 Administration Fee Contact Email 1 Administration Fee Contact Phone 2 0

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