Opinions of Counsel to Buyer Sample Clauses

Opinions of Counsel to Buyer. The Seller shall have received from counsel to Buyer opinions, customary for transactions of the type contemplated by the Merger and the Sale and Purchase, which opinions shall be in form and substance reasonably satisfactory to Seller.
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Opinions of Counsel to Buyer. The Seller shall have received from counsel to the Buyer and MTII opinions dated as of the Closing Date in forms reasonably acceptable to Seller.
Opinions of Counsel to Buyer. Seller shall have received (i) an opinion from Weil, Gotshal & Xxxxxx, counsel to Buyer and PennCorp, substantially in the form attached as Exhibit D-1 to the Shinnecock Purchase Agreement (with such additional changes thereto as are necessary to reflect the terms of the transactions contemplated hereby), (ii) an opinion from Akin, Gump, Strauss, Xxxxx & Xxxx, special Texas counsel to Buyer, substantially in the form attached as Exhibit D-2 to the Shinnecock Purchase Agreement (with such additional changes thereto as are necessary to reflect the terms of the transactions contemplated hereby), (iii) an opinion from Xxxxxxxxxx, Doll & XxXxxxxx, P.L.L.C., special Kentucky counsel to Buyer, substantially in the form attached as Exhibit D- 3 to the Shinnecock Purchase Agreement (with such additional changes thereto as are necessary to reflect the terms of the transactions contemplated hereby), and (iv) copies of an opinion dated on or before the Closing Date addressed to Buyer and PennCorp from Xxxxxxx & Holland LLP, special tax counsel to Buyer and PennCorp, and from Weil, Gotshal & Xxxxxx, counsel to Buyer and PennCorp, to the effect that the purchase of the SWL Shares as contemplated by this Agreement will constitute a Qualified Stock Purchase.

Related to Opinions of Counsel to Buyer

  • Opinions of Counsel to Loan Parties Lenders shall have received executed copies of one or more favorable written opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Loan Parties and (ii) general counsel to Company, each dated as of the Closing Date and reasonably satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of Lenders may reasonably request (this Agreement constituting a written request by Company to such counsel to deliver such opinions to Lenders).

  • Opinions of Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.

  • Opinions of Counsel Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance satisfactory to the Administrative Agent.

  • Opinions of Counsel for the Company At Closing Time, the Underwriters shall have received the opinion, dated as of Closing Time, from Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, as to matters set forth in Schedule C hereto.

  • Legal Opinions 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 Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • Opinions of Counsel to Credit Parties Agents and Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Credit Parties, as to such matters as Administrative Agent or Arrangers may reasonably request, dated as of the Closing Date and in form and substance reasonably satisfactory to Administrative Agent and Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Option Closing Date Opinions of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinions of each counsel listed in Sections 4.2.1 and 4.2.2, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsels in their respective opinions delivered on the Closing Date.

  • Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

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