Opinion of Buyer's Counsel Sample Clauses

Opinion of Buyer's Counsel. The Buyer shall deliver a favorable opinion, dated as of the Closing Date, from Xxxxxx & Xxxxxx, L.L.P., counsel for the Buyer, in form and substance satisfactory to the Shareholders, to the effect that (i) the Buyer has been duly incorporated and is validly existing as a corporation in good standing under the laws of its state of organization; (ii) all corporate proceedings required to be taken by or on the part of the Buyer to authorize the execution of this Agreement and the implementation of the transactions contemplated hereby have been taken; and (iii) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Buyer and is enforceable against Buyer in accordance with its terms, except as enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of the Buyer as to matters of fact and (ii) the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to the Shareholders, as to matters other than federal or Texas law.
Opinion of Buyer's Counsel. Buyer's Assistant General Counsel shall have delivered to the Shareholders a written opinion dated as of the Closing Date in substantially the form attached hereto as Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to the Shareholders.
Opinion of Buyer's Counsel. An opinion of Buyer's counsel in a form to be agreed upon by the parties;
Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph of Business Law (1991), in form and substance reasonably satisfactory to Shareholders and their counsel to the effect that:
Opinion of Buyer's Counsel. Seller and the Signing Stockholders 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:
Opinion of Buyer's Counsel. Seller shall have received the written opinion of Buyer's counsel, dated as of the Closing Date, that (i) Buyer is a corporation duly formed and in good standing under the laws of the State of Indiana, (ii) the execution, delivery and performance of the Agreement and each of the other Documents have been duly authorized by all requisite corporate action on the part of Buyer, (iii) the Agreement and each of the other Documents have been duly and validly executed and delivered by Buyer and constitute valid and legally binding obligations enforceable against Buyer in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and general principles of equity, and (iv) the execution, delivery and performance by Buyer of this Agreement and the other Documents do not violate or contravene, to counsel's knowledge, any judgment, order or agreement to which Buyer is subject or a party or to which Buyer's assets are bound.
Opinion of Buyer's Counsel. Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.
Opinion of Buyer's Counsel. Seller shall have received an -------------------------- opinion of Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxx, P.C., general counsel to Buyer, dated as of Closing, substantially in the form of Exhibit 7.2(e). --------------
Opinion of Buyer's Counsel. An opinion of Buyer's counsel in the form of SCHEDULE 1.7(2)(F) attached hereto.
Opinion of Buyer's Counsel. The opinion described in Section -------------------------- 7.2(e); and