Shipman & Goodwin Sample Clauses

Shipman & Goodwin. Buyer shall have received from Shixxxx & Gooxxxx, xounsel for Selling Parties, an opixxxx xxted xxx Xxosing Date, to the effect that: (a) Each of Selling Parties is a corporation duly organized, validly existing and in good standing under the laws of the its respective state of incorporation and has all necessary corporate power to own its properties as now owned and operate its business as now operated and to perform its obligations under this Agreement; (b) This Agreement has been duly and validly authorized and, when executed and delivered by each of the Selling Parties, will be valid and binding on each of Selling Parties and enforceable against each of the Selling Parties in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (c) Except as set forth in SCHEDULE 6.24 to this Agreement, such counsel does not know of any suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation pending or threatened against Seller; and (d) Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will constitute (i) a default, or an event that would with notice or lapse of time or both constitute a default under, or violation or breach of, Seller's articles of incorporation, bylaws, or any Contract identified in a schedule attached to the legal opinion, or any law, regulation, ordinance, judgment, order, or decree applicable to or affecting Seller or the Assets, or (ii) an event that, in the absence of the consents described in SCHEDULE 6.26, would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of either or both of Selling Parties.