Seller's Counsel's Opinion Sample Clauses

Seller's Counsel's Opinion. Counsel for Seller, shall have delivered to Buyer an opinion, dated the Closing Date, in form and substance satisfactory to counsel for Buyer, to the following effect: (i) Seller (A) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and (B) has all corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. (ii) Seller has all requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and thereunder. (iii) The execution, delivery and performance of this Agreement, (A) have been duly authorized by all necessary action of Seller, and (B) do not violate any provision of the certificate of incorporation or by-laws of Seller. (iv) This Agreement has been duly executed and delivered by the Seller. Assuming due execution and delivery by Buyer, this Agreement constitutes the valid and binding obligations of Seller enforceable in accordance with their respective terms, subject to the qualifications that (1) the rights and remedies of Buyer hereunder and thereunder may be limited by bankruptcy, reorganization and other laws of general application relating to or affecting the enforcement of creditors rights, and (2) equitable remedies are subject to the discretion of the court before which any proceedings therefore may be brought. (v) Such counsel does not have any actual knowledge of any mortgage, lien, encumbrance, security interest or other claim upon or with respect to any of the Purchased Assets except for those disclosed in the Seller's Disclosure Statement. (vi) Except as described in this Agreement , such counsel does not have any actual knowledge of any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending against the Seller.
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Seller's Counsel's Opinion. Xxxxxxxxx Traurig, counsel for the Sellers, shall have delivered to the Buyer an opinion, dated the Closing Date, substantially in the form of Exhibit D hereto and otherwise reasonably satisfactory to counsel for the Buyer. In giving such opinion such counsel may rely, as to matters of fact, upon certificates of the Sellers, and, as to matters of law, upon the opinions of other counsel reasonably satisfactory to the Buyer, provided that copies thereof are delivered to the Buyer prior to the Closing.
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Seller's Counsel's Opinion. Buyer shall have received the opinion of Seller's Counsel, in the form annexed hereto as Exhibit F.
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Seller's Counsel's Opinion. Buyer shall have received the opinion of Seller's Counsel and Seller's Delaware Counsel, in the forms annexed hereto as Exhibit E-1 and E-2.
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Seller's Counsel's Opinion. Seller shall cause its counsel to issue a legal opinion in the form of Schedule 3.21 to be delivered at Closing.
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Seller's Counsel's Opinion. An opinion of counsel for Seller for the benefit of Purchaser and its counsel in form and substance reasonably satisfactory to Purchaser opining that: (1) Seller is a Corporation duly organized and existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State; and has all requisite corporate power and authority to enter into and perform the agreements executed by Seller pursuant to the Agreement to Purchase and Sell and to carry out the transaction contemplated thereby; (2) All requisite and necessary actions on the part of Seller have been duly taken and had as to fully authorize Seller to enter into the Closing Documents and that the Closing Documents to the extent permitted by Governmental Authority and Governmental Regulation are binding upon and enforceable against the Seller in accordance with their respective terms (except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, or other debtor relief laws in effect at the time of the Closing); and,
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Seller's Counsel's Opinion. Eatox & Xan Xxxxxx xxx Cox & Smitx Xxxorporated, each counsel for certain of the Sellers, shall have delivered to the Buyer opinions, dated the Closing Date, in form and substance reasonably satisfactory to counsel for the Buyer, as to the matters set forth in Exhibit C-2 hereto. In giving such opinions such counsel may rely, as to matters of fact, upon certificates of the Sellers, and, as to matters of law, upon the opinion of other counsel reasonably satisfactory to the Buyer, provided that copies thereof are delivered to the Buyer prior to the Closing.
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Related to Seller's Counsel's Opinion

  • Opinion of Seller's Counsel Buyer shall receive an opinion of the Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel.

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

  • Opinion of Purchaser's Counsel Purchaser shall deliver at Closing an opinion of counsel to Purchaser addressed to Seller in substantially the form attached hereto as Exhibit 8.5.

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

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