Opinions of Counsel for Seller. Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP, counsex xxx Xeller, shall have delivered to Buyer a written opinion, dated the Closing Date, in the form of Exhibit D hereto with only such changes as shall be in form and substance reasonably satisfactory to the Buyer and its counsel.
Opinions of Counsel for Seller. Counsel for Seller, shall have delivered to Buyer a written opinion, dated the Closing Date, in the form of Exhibit F hereto with only such changes as shall be in form and substance reasonably satisfactory to the Buyer and its counsel.
Opinions of Counsel for Seller. (a) The Purchaser shall have received an opinion of Shereff, Friedman, Xxxxxxx & Xxxxxxx, LLP, counsel for the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser and its counsel, to the effect that: (i) the Seller is a corporation duly organized and validly existing and in good standing under the laws of Delaware and, has full corporate power and authority, to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease; (ii) the Seller has all requisite corporate power and authority to enter into this Agreement, to sell, convey, assign, transfer and deliver the Purchased Assets to the Purchaser as provided in this Agreement and to carry out any other transactions and agreements contemplated hereby; (iii) the instruments of transfer and assignment delivered by the Seller to the Purchaser are adequate to convey all rights of the Seller in the Purchased Assets to Access in accordance with their terms; (iv) to such counsel's knowledge, Section
Opinions of Counsel for Seller. Smoox Xxxmx Xxxaxxx & Xreen, counsel for Seller, shall have delivered to Buyer a written opinion, dated the Closing Date, in the form of Exhibit E hereto with only such changes as shall be in form and substance reasonably satisfactory to Buyer and its counsel.
Opinions of Counsel for Seller. ART shall have received opinions ------------------------------ addressed to it and dated the Closing Date of counsel and FCC counsel for Seller, reasonably satisfactory to ART and its counsel.
Opinions of Counsel for Seller. Orbital shall have received from (i) Fried, Frank, Harris, Shrixxx & Xacoxxxx, xxunsel for Seller, a legal opinion, dated the Closing Date, in both form and substance reasonably acceptable to Orbital as to the matters addressed in Item 3, clauses (ii), (iii) and (iv) (other than as applied to Colorado law) of Item 5, and Item 6 (as it applies to federal and New York law) of Exhibit 6.2.2, (ii) Sherxxx & Xowaxx X.X.C., counsel for Seller, a legal opinion, dated the Closing Date, in both form and substance reasonably acceptable to Orbital as to the matters addressed in Item 1, Item 2, clauses (i) and (iv) (as to Colorado law) of Item 5 and Item 6 (as it applies to Colorado law) of Exhibit 6.2.2, and (iii) Michxxx X. Xxxxxx, Xxneral Counsel of Seller, a legal opinion, dated the Closing Date, in both form and substance reasonably acceptable to Orbital as to the matters addressed in Items 1, 4, 7 and 8 of Exhibit 6.2.2
Opinions of Counsel for Seller. Seller's in-house counsel shall ------------------------------ have delivered to Purchaser a written opinion, dated the date of Closing, in form and substance reasonably satisfactory to the Purchaser's counsel, but subject to customary assumptions and qualifications, to the effect that:
(a) Seller is duly incorporated, validly existing and in good standing of the laws of the State of Minnesota. Seller is duly authorized to conduct business and is in good standing under the laws of the states in which any of the Restaurants are located.
(b) Seller has the requisite corporate power to carry on its business as it is now being conducted and to perform its obligations under the Agreement and the Seller's Documents.
(c) The execution and delivery by Seller of this Agreement and the other Seller's Documents do not, and if Seller were now to perform its obligations under this Agreement and such other Seller's Documents, such performance would not result in any (i) violation of the Seller's articles of incorporation or bylaws, (ii) violation of any existing federal or state constitution, statute, regulation, rule, order or law to which Seller or the Assets are subject (except the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, concerning which Purchaser shall rely exclusively on the opinion of its counsel), (iii) breach of or default under any material written agreements to which, to such counsel's knowledge, Seller is a party or which, to such counsel's knowledge, Seller or the Assets are bound, or (iv) violation of any judicial or administrative decree, writ, judgment or order to which, to such counsel's knowledge, Seller or the Assets are subject.
(d) To such counsel's knowledge, no legal action or proceeding against Seller is pending or overly threatened by written communication which, if successful, would prohibit the consummation or require rescission of the transactions contemplated by the Agreement.
(e) The Agreement and the other Seller's Documents have been duly executed and delivered by Seller and they constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms. 5.1.4
Opinions of Counsel for Seller. Seller shall have caused its counsel to deliver to Buyer written legal opinions in the form set forth on Exhibit 10.06 hereto, which opinions shall be dated as of the Closing Date.
Opinions of Counsel for Seller. Xxxxxxx Xxxx LLP, counsel for Seller and KFM, shall have delivered to Purchaser a written opinion, dated the Closing Date, in the form of EXHIBIT A hereto with only such changes as shall be in form and substance reasonably satisfactory to the Purchaser and its counsel.
Opinions of Counsel for Seller. Seller shall have delivered to Buyer a written opinion of its legal counsel, dated the Closing Date, in the form of EXHIBIT A hereto with only such changes as shall be in form and substance reasonably satisfactory to Buyer and its counsel.
