Opinion of Purchaser’s Counsel definition

Opinion of Purchaser’s Counsel means the opinion of legal counsel to the Purchaser dealing with customary corporate and enforceability matters, substantially in the form agreed to by the parties in writing on or prior to the date hereof, to be executed and delivered to the Seller by such counsel indicated thereon on the Closing Date;
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Opinion of Purchaser’s Counsel shall have the meaning specified in Section 9.2(e).
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Opinion of Purchaser’s Counsel means the opinions of MTLM's General Counsel and Mayex, Xxowx & Xlatx xxxstantially in the form of Exhibit D.
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Examples of Opinion of Purchaser’s Counsel in a sentence

  • Title: C.E.O. Title: President SHAREHOLDERS Xxxxx Xxxxxx, Shareholder Xxxxx Xxxxx, Shareholder Form of Note Opinion of Company Counsel Employment Agreement Security Agreement Incentive Bonus Plan and Agreement Opinion of Purchaser’s Counsel Shareholder Addresses To be attached.

  • Exhibit C Form of Legal Opinion of Purchaser’s Counsel [PURCHASER’S COUNSEL’S LETTERHEAD] , 200 Xxxxx X.

  • Regulatory Objectives 50 9.1. Representations and Warranties 50 9.2. Agreements 51 9.3. Purchaser Certificate 51 9.4. No Injunction 51 9.5. Consents 51 9.6. Non-Compete Agreement; Distribution Agreement 51 9.7. Opinion of Purchaser’s Counsel 51 9.8. Miscellaneous Closing Deliveries 51 9.9. Conveyances to Seller or Seller’s Guarantor 52 10.1. Representations and Warranties 52 10.2. Agreement.

  • The Opinion of Purchaser’s Counsel is attached as Exhibit 2 hereto.


More Definitions of Opinion of Purchaser’s Counsel

Opinion of Purchaser’s Counsel means a signed legal opinion, dated as of the Closing Date, from Norton Xxxx Xxxxxxxxx Canada LLP, as legal counsel to Purchaser and CPEC, in relation to certain corporate and securities law matters, in substantially the form attached as Schedule “I” hereto;
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Opinion of Purchaser’s Counsel means the opinion of Macaulay, Zorrilla & Robin, P.A., counsel to the Purchaser, dated as of the Closing Date, axxxxxsed to the Company and in form and substance reasonably satisfactory to the Company. "OPINION OF COUNSEL TO THE COMPANY AND THE COMPANY SHAREHOLDER" means the opinion of Ruden, McClosky, Smith, Schuster & Russell, P.A., counsel to the Compaxx xxd the Company Sharexxxxxx, datxx xx xf the Closing Date, addressed to the Purchaser and in form and substance reasonably satisfactory to the Purchaser.
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Opinion of Purchaser’s Counsel means the opinion of Proskauer Rose LLP, counsel to Buyer, and, with respect to matters covered by Virginia law, local counsel to the Purchaser reasonably satisfactory to the Sellers, in each case in form and substance reasonably satisfactory to the Sellers.
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Opinion of Purchaser’s Counsel. The Opinion of Counsel in the form of Exhibit "G" attached hereto.
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Related to Opinion of Purchaser’s Counsel

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Borrower’s Counsel means Xxxxxx Xxxx Philips & Xxxxxxxx XXX, Xxxxxxx, Xxxxxxx or such other firm of legal counsel as the Borrowers may from time to time designate;

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Holders’ Counsel means one counsel for the selling Holders chosen by Holders holding a majority interest in the Registrable Securities being registered.

  • Private Letter Ruling has the meaning set forth in the recitals.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Opinion means a written, nonbinding, and advisory statement issued by the commission concerning an interpretation of the meaning of the codes or the application of the codes in a specific circumstance issued in response to a specific request by a party to the issue.

  • Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Agent’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP;