Opinion of Xxxxxx'x Counsel Sample Clauses

Opinion of Xxxxxx'x Counsel. Nami shall receive from Xxxxxx'x Counsel an opinion in form and substance reasonably satisfactory to and addressed to Nami and dated the Closing Date, stating: (i) Xxxxxx is duly organized, validly existing and in good standing under the laws of the State of Tennessee; (ii) Xxxxxx has the corporate power to conduct its business and to execute and deliver this Agreement and to perform its obligations under this Agreement; (iii)Xxxxxx has authorized the execution, delivery and performance of this Agreement by all necessary corporate action; (iv) Xxxxxx has executed and delivered this Agreement; (v) All corporate, or other proceedings and all notices required by law or by the Articles of Incorporation, Bylaws, or other applicable governing documentation of Xxxxxx and the provisions of this Agreement to be taken or given to Xxxxxx in connection with the transactions contemplated by this Agreement have been so taken or gave; (vi) To Xxxxxx'x Counsel's knowledge after limited investigation, Xxxxxx is not in default under any law or regulation, or under any order of any court or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, or under any contract or agreement, which would effect the assets or the operation of the business contemplated to be operated after the Closing; (vii)The instruments of transfer and assignment delivered by Xxxxxx to Nami hereunder have been duly authorized, executed and delivered and are valid and sufficient to convey to Nami all of Xxxxxx'x right, title an interest in and to all of the Assets, subject to the obtaining of necessary licenses, permits and consents and approvals of third parties; (viii) The execution and delivery of this Agreement, performance by Xxxxxx of its obligations under this Agreement and the exercise by Xxxxxx of the rights created by this Agreement do not (a) violate Xxxxxx'x Articles of Incorporation or bylaws; (b) constitute an illegal or ultra xxxxx act of Xxxxxx or to Xxxxxx'x Counsel's knowledge after due investigation, constitute a breach of or a default under, or invalidate or give any party a right to cancel or terminate any lease, agreement, instrument, license, permit or other similar authorization that is being transferred to or assumed by Nami pursuant to this Agreement; (ix) To Xxxxxx'x Counsel's knowledge, after due investigation, all consents, approvals and authorizations required to be obtained by Xxxxxx in connection w...
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Opinion of Xxxxxx'x Counsel. An opinion, dated as of the -------------------------- Closing Date, of Xxxxxx, Xxxxxx & Xxxxxxxxx, counsel to Buyer and Xxxxxxx as to such matters of law as are reasonably requested by Buffton and CTI which are customary in transactions of the nature contemplated by this Agreement, subject to customary exceptions; and
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Opinion of Xxxxxx'x Counsel. DIGITAL shall have received from ----------------------------- counsel to XXXXXX an opinion in the form of Exhibit 8.5. -----------
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Opinion of Xxxxxx'x Counsel. There shall have been delivered to DGD at the Closing in form and substance reasonably satisfactory to DGD and its counsel the opinion of Xxxxxx Xxxx & Xxxxxx LLP regarding certain customary corporate matters, dated as of the Closing Date.
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Opinion of Xxxxxx'x Counsel. Xxxxxx agrees to furnish to the Company, --------------------------- at Xxxxxx'x expense, an opinion of counsel to Xxxxxx addressed to the Company, substantially to the effect set forth in Article IV hereof (subject to customary ---------- qualifications and exceptions), on or before the making of the first Capital Contribution hereunder subsequent to the Closing Date.
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Opinion of Xxxxxx'x Counsel. The EDAC Stockholders' Representative, Deanco and EDAC shall have received an opinion, dated the Closing Date, of Xxxxx Xxxxxxxxxx, to the effect set forth in EXHIBIT V attached hereto.
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Opinion of Xxxxxx'x Counsel. There shall have been delivered to DGD at the Effective Time, in form and substance reasonably satisfactory to DGD and its counsel (i) the opinion of Xxxxxx Xxxx & Xxxxxx LLP regarding certain customary corporate matters, dated as of the Effective Date and (ii) a letter from AA, dated as of the Effective Date, in form and substance reasonably satisfactory to DGD, regarding matters customarily included in registration statements on Form S-4.
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Related to Opinion of Xxxxxx'x Counsel

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of General Counsel The General Counsel for the Company, Xxxxxxx X. Xxxxxx, Xx., shall have shall have furnished to the Representatives a written opinion, dated the Closing Date or Additional Closing Date, as the case may be, addressed to the Underwriters, in the form in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

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