Common use of Opinion of Counsel Given to Agent Clause in Contracts

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 72 contracts

Samples: Purchase Contract Agreement (Ameren Capital Trust Ii), Purchase Contract Agreement (Affiliated Managers Group Inc), Agent Purchase Contract Agreement (Great Plains Energy Inc)

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Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent hereunder to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 9 contracts

Samples: ______________ Purchase Contract Agreement (Electronic Data Systems Corp /De/), Purchase Contract Agreement (Sprint Corp), Purchase Contract Agreement (El Paso Corp/De)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall be entitled to receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and assumption have been met.

Appears in 6 contracts

Samples: Unit Agreement (New York Community Bancorp Inc), Unit Agreement (New York Community Bancorp Inc), Unit Agreement (New York Community Bancorp Inc)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 hereof and 7.37.3 hereof, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent hereunder to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 4 contracts

Samples: Purchase Contract Agreement (Alltel Corp), Purchase Contract Agreement (St Paul Companies Inc /Mn/), Purchase Contract Agreement (Alltel Corp)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease lease, purchase or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease lease, purchase or conveyance have been met.

Appears in 4 contracts

Samples: Purchase Contract Agreement (Unumprovident Corp), Purchase Contract Agreement (Unumprovident Corp), Purchase Contract Agreement (Xl Capital LTD)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such merger, consolidation, mergerconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent hereunder to the consummation of any such merger, consolidation, mergerconversion, sale, assignment, transfer, lease or conveyance have been met.

Appears in 4 contracts

Samples: Form of Purchase Contract Agreement (Centurytel Inc), Purchase Contract Agreement (Centurytel Inc), Purchase Contract Agreement (Duke Energy Corp)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Platinum Underwriters Holdings LTD), Purchase Contract Agreement (Unumprovident Corp), Purchase Contract Agreement (Household International Inc)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met. ARTICLE X Covenants SECTION 10.1.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.. 73 81 ARTICLE X

Appears in 1 contract

Samples: Purchase Contract Agreement (Kennametal Financing I)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent hereunder to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.. 75 81

Appears in 1 contract

Samples: Purchase Contract Agreement (Kaufman & Broad Home Corp)

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Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such merger consolidation, merger, share exchange sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, merger, share exchange sale, assignment, transfer, lease or conveyance have been met.

Appears in 1 contract

Samples: Share Purchase Contract Agreement (Firstenergy Corp)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignmentassign ment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent hereunder to the consummation consum mation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 1 contract

Samples: Purchase Contract Agreement (KBHC Financing I)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent hereunder to the consummation of any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 1 contract

Samples: Purchase Contract Agreement (Semco Energy Inc)

Opinion of Counsel Given to Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.the

Appears in 1 contract

Samples: Purchase Contract Agreement (Conseco Financing Trust Vii)

Opinion of Counsel Given to Agent. The Agent, ---------------------------------- subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent hereunder to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

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