Xxxxx X Sample Clauses

Xxxxx X. Xxxxx ---------------------------------------- XXXXX X. XXXXX

Xxxxx X. Xxxxxxxx

Xxxxx X. Xxxxx, Esq., Secretary and General Counsel for the Company, shall have furnished to you his written opinion, dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (iv) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel's knowledge, the Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are describ...

Xxxxx X. Xxxx, as Trustee .................. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000

Xxxxx X. Xxxxxxxxxxx............

Xxxxx X. Xxxx and Xxxxxx X. Xxx hereby each accepts his appointment as a Shareholders’ Agent. Parent shall be entitled to deal exclusively with the Shareholders’ Agents on all matters relating to (i) the determination of Final Working Capital pursuant to Section 3.1, (ii) the determination of the Earnout Amount pursuant to Section 3.2, (iii) the resolution of any disputes for which Parent may seek offset pursuant to Article 11 and (iv) the enforcement of any rights the Holders may have against Parent or the Surviving Entity under this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Holder by the Shareholders’ Agents, and on any other action taken or purported to be taken on behalf of any Holder by the Shareholders’ Agents, as fully binding upon such Holder. If one of the Shareholders’ Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Holders, then the Holders of a majority of the shares of Company Preferred Stock and Company Common Stock as of immediately prior to the Effective Time of Merger I, shall, within ten (10) calendar days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become one of the “Shareholders’ Agents” for purposes of (1) the determination of Final Working Capital pursuant to Section 3.1, (2) the determination of the Earnout Amount pursuant to Section 3.2, (3) the resolution of any disputes for which Parent may seek offset pursuant to Article 11 and (4) the enforcement of any rights the Holders may have against Parent or the Surviving Entity under this Agreement. The Shareholders’ Agents shall not be responsible for any act done or omitted thereunder as Shareholder’s Agents while acting in good faith and without gross negligence or willful misconduct. The Holders shall jointly and severally indemnify the Shareholders’ Agents and hold the Shareholders’ Agents harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders’ Agents and arising out of or in connection with the acceptance or administration of the Shareholders’ Agents’ duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Shareholders’ Agents, in con...

Xxxxx X. Xxxxxxx ---------------------------------- Notary Public

Xxxxx X. Xxxxxxxx, Esq., counsel to the Company, shall have furnished to the Underwriters such counsel's written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, to the effect that: 1. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly qualified to do business in, and is in good standing as a foreign corporation under the laws of, each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (except where any such failure would not have a material adverse effect on the Company's ability to perform its obligations under this Agreement, the Pooling and Servicing Agreement or the Insurance Agreement); and the Company has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement and the Purchase Agreements, and to cause the Certificates to be issued. 2. The Company is not in violation of its charter documents or the by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it or its properties may be bound, which default might result in any material adverse change in the financial condition of the Company or that might materially and adversely affect the properties or assets, taken as a whole, of the Company. 3. This Agreement, the Pooling and Servicing Agreement, the Insurance Agreement and the Purchase Agreements have been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of such agreements by the other parties thereto, such agreements constitute valid and binding obligations, enforceable against the Company, in accordance with their respective terms, except as enforcement thereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (y) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (z) with respect to rights of indemnity under...

Xxxxx X. Xxxxxxxx, Esq., Associate General Counsel, Legal and Corporate Affairs, and Assistant Secretary of the Company, shall have furnished to the Representatives his written opinion, dated the Time of Delivery, in form and substance substantially in the form set forth in Schedule IV hereto;

Xxxxx X. Xxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interest in the Harmony Group; the Harmony Group owns legal and beneficial title to 75% of the outstanding equity interests in the Borrower.