Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States of Delaware and Texas, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 4 contracts
Samples: Securities Exchange Agreement (Catalyst Lighting Group Inc), Securities Exchange Agreement (Depenbusch Dennis), Securities Exchange Agreement (Wentworth Iii Inc)
Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States State of Delaware and TexasDelaware, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Lmic Inc), Agreement and Plan of Reorganization (Escagenetics Corp), Reorganization and Stock Purchase Agreement (Smartserv Online Inc)
Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States of Delaware and TexasCalifornia, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kaire Holdings Inc), Agreement and Plan of Reorganization (Global Sports & Entertainment Inc/)
Reliance on Certificates. In rendering any opinion referred to -------------------------- herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States of Delaware Nevada and TexasDelaware, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Kaire Holdings Inc)
Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States of Delaware and Texasor Colorado, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Email Real Estate Com Inc)
Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States State of Delaware and TexasNew York, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Playorena Inc)
Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States of Delaware Nevada and TexasIdaho, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 1 contract
Samples: Acquistion and Stock Exchange Agreement (Victor Industries Inc)
Reliance on Certificates. In rendering any opinion referred to -------------------------- herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States of Delaware New York and TexasCalifornia, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 1 contract
Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United States or the States of Delaware Delaware, Nevada and TexasCalifornia, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Packaging & Logistics Group Inc.)
Reliance on Certificates. In rendering any opinion referred to herein, ------------------------ counsel for the parties hereto may rely, as to any factual matters involved in their respective opinions, on certificates of public officials and of corporate and company officers, and on such other evidence as such counsel may reasonably deem appropriate and, as to the matters governed by the laws of jurisdictions other than the United Interested States or the States of Delaware and TexasDelaware, an opinion of local counsel in such other jurisdiction(s), which counsel shall be satisfactory to the other parties in the exercise of their reasonable discretion.
Appears in 1 contract
Samples: Securities Exchange Agreement (Suncast Network, Inc.)
