Common use of Opinion of Counsel for Borrower Clause in Contracts

Opinion of Counsel for Borrower. On or before the date of first borrowing hereunder, the Bank shall have received the favorable written opinion of counsel for the Borrower acceptable to the Bank, addressed to the Bank, and satisfactory to counsel for the Bank (i) confirming the accuracy of the representations and warranties set forth in Section 2.1 hereof (except such confirmation may exclude any opinion as to the Borrower’s qualification to do business in states other than Ohio), and to the best knowledge of such counsel, confirming the accuracy of the representations and warranties with respect to the Borrower set forth in Sections 2.2, 2.11 and 2.13 hereof and those portions of Section 2.12 hereof not described in Section 4.1 (ii) hereof; and (ii) stating that (1) this Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms and (2) the Note when duly executed and delivered by the Borrower to the Bank in accordance with the provisions hereof, will constitute the legal, valid, and binding obligations of the Borrower enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws and to moratorium laws from time to time in effect and to such other exceptions as the Bank may deem acceptable).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Barry R G Corp /Oh/), Revolving Credit Agreement (Barry R G Corp /Oh/)

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Opinion of Counsel for Borrower. On or before the date of first borrowing hereunder, the Bank shall have received the favorable written opinion of counsel for the Borrower acceptable to the Bank, addressed to the Bank, and satisfactory to counsel for the Bank (i) confirming the accuracy of the representations and warranties set forth in Section 2.1 hereof (except such confirmation may exclude the Borrower's Subsidiaries and any opinion as to the Borrower’s 's qualification to do business in states other than Ohio), and to the best knowledge of such counsel, confirming the accuracy of the representations and warranties with respect to the Borrower set forth in Sections 2.2, 2.11 2.12 and 2.13 2.14 hereof and those portions of Section 2.12 2.13 hereof not described in Section 4.1 6.1 (ii) hereof; and (ii) stating that (1) this Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms and (2) the Note when duly executed and delivered by the Borrower to the Bank in accordance with the provisions hereof, will constitute the legal, valid, and binding obligations obligation of the Borrower enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws and to moratorium laws from time to time in effect and to such other exceptions as the Bank may deem acceptable); and (iii) confirming that the terms of this Agreement will not violate any of the terms or conditions of the Metropolitan Agreement.

Appears in 1 contract

Samples: Revolving Credit Agreement (Barry R G Corp /Oh/)

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Opinion of Counsel for Borrower. On or before the date of first borrowing hereunder, the Bank Banks shall have received the favorable written opinion of counsel for the Borrower acceptable to the BankBanks, addressed to the BankBanks, and satisfactory to counsel for the Bank Banks (i) confirming the accuracy of the representations and warranties set forth in Section 2.1 hereof (except such confirmation may exclude Barrx xx Xxxxx, X.A., Barrx xx Mexico, S.A., Barrx xx Zacatecas, S.A. and Barrx Xxxxxx, X.A. and any opinion as to the Borrower’s 's qualification to do business in states other than Ohio), and to the best knowledge of such counsel, confirming the accuracy of the representations and warranties with respect to the Borrower set forth in Sections 2.2, 2.11 2.12 and 2.13 2.14 hereof and those portions of Section 2.12 2.13 hereof not described in Section 4.1 6.1 (ii) hereof; and (ii) stating that (1) this Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms and (2) the Note Notes when duly executed and delivered by the Borrower to the Bank Banks in accordance with the provisions hereof, will constitute the legal, valid, and binding obligations of the Borrower enforceable in accordance with its their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws and to moratorium laws from time to time in effect and to such other exceptions as the Bank Banks may deem acceptable); and (iii) confirming that the terms of this Agreement will not violate any of the terms or conditions of the Metropolitan Agreement.

Appears in 1 contract

Samples: Revolving Credit Agreement (Barry R G Corp /Oh/)

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