Common use of Opinion of Buyer's Counsel Clause in Contracts

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. The Buyer Seller shall deliver have received a favorable opinion, dated as of the Closing Date, from Xxxxxx Xxxxx, Xxxxxxxx & XxxxxxXxxxx, L.L.P.P.C., counsel for the Buyer, in form and substance satisfactory to the ShareholdersSeller, 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 the State of organizationDelaware and is qualified to do business in the State of Texas; (ii) all corporate proceedings required to be taken by or on the part of the Buyer to authorize the execution of this Agreement, the Real Estate Agreement and the implementation of the transactions contemplated hereby and thereby, have been taken; and (iii) this Agreement has and the Real Estate Agreement have been duly executed and delivered by, and is are the legal, valid and binding obligation obligations of the Buyer and is are enforceable against Buyer in accordance with its their terms, except as enforceability may be limited by (a) equitable principles principals of general applicability or of (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (ix) certificates of public officials and of officers of the or Buyer as to the matters of fact and (iiy) the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to the ShareholdersSeller, as to matters other than federal or Texas law.

Opinion of Buyer's Counsel. The Buyer Seller shall deliver have received a favorable opinion, dated as of the Closing Date, from Xxxxxx Lynch, Chappell & XxxxxxAlsup, L.L.P.X.X., counsel for the Buyerxxxxxxx fox Xxyer, in form and substance satisfactory to the ShareholdersSeller, 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 the State of organizationDelaware and is qualified to do business in the State of Texas; (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 consummation of the transactions transaction 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 principals 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 (ix) certificates of public officials and of officers of the or Buyer as to the matters of fact and (iiy) the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to the ShareholdersSeller, as to matters other than federal or Texas law.

Opinion of Buyer's Counsel. The Buyer Shareholders shall deliver have received a favorable opinion, dated as of the Closing Datedate hereof, from Xxxxxx Xxxxx, Xxxxxxxx & XxxxxxXxxxx, L.L.P.a Professional Corporation, 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 the State of Delaware and has full requisite corporate power and authority to carry on its state business as it is currently conducted and to own and operate the properties currently owned and operated by it and is duly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business in the State of organizationTexas; (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 the 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 lawfact.

Opinion of Buyer's Counsel. The Buyer Seller shall deliver have received a favorable opinion, dated as of the Closing Date, from Xxxxxx Xxxxx, Xxxxxxxx & XxxxxxXxxxx, L.L.P.P.C., counsel for the Buyer, in form and substance satisfactory to the ShareholdersSeller, 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 the State of organizationTexas; (ii) all corporate proceedings required to be taken by or on the part of the Buyer to authorize the execution of this Agreement Agreement, the Noncompetition Agreements and the implementation of the transactions contemplated hereby and thereby, have been taken; and (iii) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation obligations of the Buyer and is enforceable against Buyer in accordance with its terms, except as enforceability may be limited by (a) equitable principles principals of general applicability or of (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (ix) certificates of public officials and of officers of the or Buyer as to the matters of fact and (iiy) the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to the ShareholdersSeller, as to matters other than federal or Texas law.