OPINIONS OF UAG'S AND SUB'S COUNSEL Sample Clauses

OPINIONS OF UAG'S AND SUB'S COUNSEL. The Stockholders shall have been furnished with the opinion of Xxxxxx & Xxxxxx, counsel to UAG and Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholders and their counsel, which opinions, when taken together, shall have been rendered with respect to those matters contained in Sections 4.1 and 4.2 hereof. In rendering the foregoing opinions, such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of UAG and the Subs and by government officials, and upon such other documents and data as such counsel deems appropriate as a basis for its opinion. Such opinions may be limited to federal laws and the General Corporation Law of the State of Delaware.
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OPINIONS OF UAG'S AND SUB'S COUNSEL. The Stockholder shall have been furnished with the opinion of Xxxxxx & Xxxxxx, counsel to UAG and Sub, dated the Closing Date, in form and substance satisfactory to the Stockholder and their counsel, which opinions, when taken together, shall have been rendered with respect to those matters contained in SECTIONS 4.1 AND 4.2 hereof. In rendering the foregoing opinions, such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of UAG and Sub and by government officials, and upon such other documents and data as such counsel deems appropriate as a basis for its opinion. Such opinions may be limited to Georgia and federal laws and the General Corporation Law of the State of Delaware.
Sample 1
OPINIONS OF UAG'S AND SUB'S COUNSEL. The Stockholders shall have been furnished with the opinion of Xxxxxx & Xxxxxx, counsel to UAG and Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholders and their respective counsel. In rendering the foregoing opinions, such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of UAG and the Sub and by government officials, and upon such other documents and data as such counsel deems appropriate as a basis for its opinion.
Sample 1

Related to OPINIONS OF UAG'S AND SUB'S COUNSEL

  • 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 and Comfort Letters The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

  • 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 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;

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • Opinions of Borrower’s Counsel Lender shall have received opinions from Borrower’s counsel with respect to non-consolidation and the due execution, authority, enforceability of the Loan Documents and such other matters as Lender may require, including True-Lease Opinions, an opinion with respect to the priority and perfection of the Collateral and all such opinions shall be in form, scope and substance satisfactory to Lender and Lender’s counsel in their reasonable discretion.

  • Procedures Regarding Opinions and Rulings (a) If SpinCo notifies Parent that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.02(d) (a “Notified Action”), Parent and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

  • 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 Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for Credit Parties and (ii) X. Xxxxxx Xxxxxx, in-house counsel for Company, each in the form of Exhibit D and as to such other matters as Administrative Agent may reasonably request, dated as of the Effective Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs each such counsel to deliver such opinions to Agents and Lenders).

  • Opinions Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (c) of this Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

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