Opinion Letter Clause Samples
An Opinion Letter clause requires one party, typically a legal counsel, to provide a formal written statement expressing their professional judgment on specific legal matters related to the agreement. This letter may address issues such as the enforceability of the contract, the authority of the parties to enter into the agreement, or compliance with applicable laws. By obtaining an opinion letter, parties gain assurance regarding the legal validity and risks associated with the transaction, thereby reducing uncertainty and facilitating informed decision-making.
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Opinion Letter. It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.
Opinion Letter. An opinion letter from counsel to the Borrower and the Guarantors in form and substance acceptable to Lender;
Opinion Letter. A favorable opinion from a law firm representing Borrower covering such matters as Lender may require.
Opinion Letter. Buyer shall have received an opinion or opinions from counsel for Seller, dated the Closing Date and satisfactory in form and substance to Buyer and its counsel.
Opinion Letter. Notwithstanding anything herein to the contrary, no Venturer may sell, transfer, assign, or gift any interest in the Joint Venture without first presenting to the Managing Venturer a written opinion of counsel (in form and substance acceptable to the Managing Venturer) to the effect that such sale, transfer, assignment or conveyance will not result in a termination of the Joint Venture within the meaning of Code section 708(b).
Opinion Letter. A legal opinion or opinions from counsel for Borrower and Guarantors, in form and substance reasonably acceptable to Administrative Agent and Administrative Agent’s counsel.
Opinion Letter. Opinion Letter means an IRS issued letter as to the acceptability of the form of a Prototype Plan as defined in Section 4.06 of Rev. Proc. 2005-16.
Opinion Letter. Borrower shall deliver to Lender on the Closing Date an opinion letter from counsel relating to Lender's security interest being perfected by the delivery of certificates evidencing equity interests or by the filing of the UCC-1 Financing Statement with the Delaware Secretary of State.
Opinion Letter. At the Closing, Buyer shall have received an opinion from Schiffman, Berger, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel for Seller, and an opinion from ▇▇▇▇▇▇ ▇▇▇▇ & Co., counsel to LWG and Parent (each, respectively, as to their specific clients), dated the Closing Date and reasonably satisfactory in form and substance to Buyer and its counsel, to the effect that:
(i) Each of Seller, LWG and Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has the corporate power and authority to own, lease and operate its properties and assets (including, in the case of Seller, the Purchased Assets) and to conduct its business as it is now being conducted;
(ii) Each of Seller, LWG and Parent has full corporate power and authority to enter into this Agreement, the Related Agreements and any other agreements and documents to be executed and delivered by them at Closing as contemplated hereby (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the Related Agreements and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Seller, LWG and Parent. All necessary authorizations of the transactions contemplated by this Agreement or the Related Agreements required to be obtained by Seller, Parent or LWG from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed;
(iii) This Agreement and the Related Agreements have been duly and validly executed and delivered by each of Seller, LWG and Parent (to the extent that such entities are parties to such agreements), and, assuming this Agreement and the Related Agreements are the valid and binding obligations of Buyer, constitute the valid and binding obligations of each of Seller, LWG and Parent, enforceable against Seller, LWG and Parent in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general pr...
Opinion Letter. The Administrative Agent shall have received an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and the Parent Guarantor, addressed to the Administrative Agent and the Lenders.