SELLER'S COUNSEL OPINION. Special counsel to Sellers shall opine, in a manner reasonably satisfactory to Buyer, with respect to the following matters (defined terms used herein shall have the meanings set forth in the Stock Purchase Agreement dated as of May 1, 1998);
SELLER'S COUNSEL OPINION. Buyer shall have received an opinion of Sellers' counsel in form and substance reasonably acceptable to Buyer.
SELLER'S COUNSEL OPINION. Seller shall have caused to be delivered to Buyer an opinion letter, in form and substance satisfactory to Buyer, of Tavernier & Xxxxxxx acting as counsel for Seller, dated the Closing Date.
SELLER'S COUNSEL OPINION. 58 10.14 Financing.................................................. 58 10.15 Environmental Transfer Statutes............................ 58 10.16 Possession................................................. 58 10.17 Working Capital Amount..................................... 58
SELLER'S COUNSEL OPINION. Buyer shall have received from Butzel Long, counsel for Seller, or any other counsel designated by Seller and reasonably satisfactory to Buyer, an opinion, dated the Closing Date, in form and substance reasonably satisfactory to Buyer's counsel, to the effect that:
6.1.1 Seller is a corporation organized and validly existing and in good standing under the laws of the State of Delaware.
6.1.2 Seller has the corporate power to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and all corporate action by Seller required to authorize and consummate the transactions contemplated hereby has been taken.
6.1.3 This Agreement has been duly authorized, executed and delivered by Seller, and (assuming due and valid authorization, execution and delivery thereof by Buyer) constitutes a valid and legally binding agreement of Seller, subject to enforcement, bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.
SELLER'S COUNSEL OPINION. Buyer shall have received an opinion of ------------------------ Xxxxxxxxx X. Xxxxxx, general counsel of the General Partner of Seller, addressed to Buyer and TWEAN and dated as of Closing, in the form of Exhibit B. ---------
SELLER'S COUNSEL OPINION. An opinion from Xxxxxx’s Counsel, in a form substantially similar to the attached Exhibit and otherwise mutually agreed to by the Parties (the “Seller’s Counsel Opinion”), duly executed by Xxxxxx’s counsel;
SELLER'S COUNSEL OPINION. Buyer shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, counsel to Sellers, dated as of the Closing Date, in the form of Exhibit 7.1(e).
SELLER'S COUNSEL OPINION. Buyer shall have received an opinion of Drinker Biddle & Reath LLP, counsel to Sellers, dated as of the Closing Xate, xx the form of Exhibit 7.1(e).
SELLER'S COUNSEL OPINION. [Xxxxx X. Xxxxxxx, Esq.] Heartland Oil & Gas Corp. 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Gentlemen: I have acted as special counsel to Evergreen Resources, Inc. (herein, sometimes, the "Company"), in connection with that certain Purchase and Sale Agreement dated September __, 2004, between Evergreen Resources, Inc., as Seller, and Heartland Oil & Gas Corp., as Buyer (the "Agreement"). The opinions expressed herein are being furnished to you pursuant to Section 14.2(d) of the Agreement. Terms which are capitalized but not defined herein shall have the meanings assigned them in the Agreement. In connection with this opinion, I have examined originals or copies of such company records of the Company, certificates or other communications of public officials, certificates of officers of the Company, the Agreement and Transaction Documents, and such other documents as I have deemed necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, I have, to the extent I deemed appropriate, relied on certificates of officers of the Company, certificates and other communications of public officials and on the factual representations of the Company contained in the Agreement. I have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to me as originals, the conformity to authentic original documents of all documents submitted to me as copies, the due authorization, execution and delivery by the parties thereto, other than the Company, of all documents examined by me, the legal capacity and authority of each individual who signed any of those documents, and that all such documents constitute legal, valid and binding obligations of the parties thereto, other than the Company, enforceable against such parties in accordance with their terms. Based upon the foregoing and upon the qualifications and limitations set forth below, and having regard for such legal considerations as I deem relevant, I am of the opinion that:
