OPINIONS OF LEGAL COUNSEL Sample Clauses

OPINIONS OF LEGAL COUNSEL. Borrowers shall provide, at Borrowers’ expense, opinions of legal counsel in form and content satisfactory to Administrative Agent to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in each opinion, each of the Loan Documents and Other Related Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrowers and Guarantor are duly formed and have all requisite authority to enter into the Loan Documents and Other Related Documents; and (c) such other matters, incident to the transactions contemplated hereby, as Administrative Agent may reasonably request.
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OPINIONS OF LEGAL COUNSEL. 8.8.1. XXXXXXXX XXXXX & XXXXXXX, P.C.,
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OPINIONS OF LEGAL COUNSEL. 8.08.01. BRENMAN KEY & BROMBERG, P.C., LEGAL OPINION. The Compaxx xxxxl have xxxxxxxxd to the members of the Underwriting Group an opinion, dated the Closing Date, addressed to the members of the Underwriting Group, from Brenman Key & Bromberg, P.C., legal counsel to the Compaxx, xx the effxxx xxxx based upon a review by them of the Registration Statement, Prospectus, the Company's certificate of incorporation, bylaws and relevant corporate proceedings and contracts, an examination of such statutes they deem necessary and based upon such other investigation by such legal counsel as they deem necessary to express such opinion: (i) The Company and each of its subsidiaries, if any, have been duly incorporated and are validly existing corporations in good corporate standing under the laws of the state in which it was incorporated, with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and Prospectus. (ii) The Company has authorized and outstanding securities as set forth in the Registration Statement and Prospectus; the outstanding securities of the Company and each of its subsidiaries, if any, and the Securities conform to the statements concerning them in the Registration Statement and Prospectus; the outstanding securities of the Company and each of its subsidiaries, if any, have been duly and validly issued and are fully paid and nonassessable and contain no preemptive rights; the Securities being sold by the Company to the Underwriting Group and the Representative's Warrant have been duly and validly authorized and, upon issuance thereof and payment therefor in accordance with this Agreement and the Representative's Warrant will be duly and validly issued, fully paid and nonassessable and will not be subject to the preemptive rights of any shareholder of the Company. (iii) To legal counsel's knowledge, no consents, approvals, authorizations or orders of agencies, officers or other regulatory authorities are known to such legal counsel which are necessary for the valid authorization, issue or sale of the Securities being sold by the Company to the Underwriting Group hereunder, except as required under the Act or the securities laws of the states in which the Securities are qualified or except as required by the NASD. (iv) To legal counsel's knowledge, the issuance and sale of the Securities being sold by the Company to the Underwriting Group and the consummation of t...
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OPINIONS OF LEGAL COUNSEL. Each Corporation shall have delivered to the other party an opinion of its counsel, dated as of the date of the Closing and reasonably satisfactory to counsel for the other party, to the effect that:
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OPINIONS OF LEGAL COUNSEL. On the date hereof, the Banks shall have received (i) a written opinion of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, in form and substance satisfactory to the Banks and their counsel, relating to such matters as the Banks may reasonably request, and (ii) an opinion from I. Xxxxxx Xxx-Xxxxxx, Hamou & Co. Israeli counsel, in form and substance satisfactory to the Banks and their counsel, relating to such matters as the Banks may reasonably request.
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OPINIONS OF LEGAL COUNSEL. The Company shall have delivered to ListCo and Merger Sub a copy of a duly executed legal opinion addressed to ListCo and Merger Sub and dated as of the Closing Date from Xxxxxx Westwood & Riegels, the Company’s British Virgin Islands counsel, and Xxxxxxxxxx Xxxxxxx, the Company’s Hong Kong counsel (solely with respect to the entities incorporated or otherwise formed under the laws of Hong Kong), respectively, in form and substance reasonably satisfactory to ListCo and Merger Sub.
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OPINIONS OF LEGAL COUNSEL. 8.08.01. BRENMAN KEY & BROMBERG, P.C.,
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OPINIONS OF LEGAL COUNSEL 
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Related to OPINIONS OF LEGAL COUNSEL

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • 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;

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • 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.

  • Representation by Legal Counsel Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • 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.

  • 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.

  • Consultation with Legal Counsel Escrow Agent may consult with its counsel or other counsel satisfactory to it concerning any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by it in good faith upon the advice of such counsel.

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