Opinion of Counsel to the Purchaser. The Purchaser shall have delivered to the Company a favorable opinion of the Purchaser's counsel dated the date of Closing, in form and substance satisfactory to the Company and its counsel with respect to the transactions contemplated hereby and by the Merger.
Opinion of Counsel to the Purchaser. The Seller shall have received an opinion of Xxxxxx, Xxxx & Xxxxxxx LLP, counsel to the Purchaser, dated as of the date of the Closing, in substantially the form attached hereto as Exhibit 8.2(g).
Opinion of Counsel to the Purchaser. The Purchaser shall have ----------------------------------- delivered to each of the Companies a favorable opinion of the Purchaser's counsel, Piper & Marbury L.L.P., dated the date of Closing, in form and substance satisfactory to the Stockholder and her counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Purchaser has the corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by the Purchaser in connection with this Agreement (the "Purchaser Documents" and, together with the Xxxxxx Documents, the "Closing Documents") have been duly authorized and approved by all requisite action of the Board of Directors and stockholders of the Purchaser, and this Agreement and all other Purchaser Documents have been duly executed and delivered by the Purchaser and constitute valid and legally binding obligations of the Purchaser, subject to applicable bankruptcy, insolvency, moratorium and other similar laws of general application and such general principles of equity as a court having jurisdiction may apply; (e) the execution and delivery of this Agreement and the other the Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Articles of Incorporation or By-Laws of the Purchaser; (f) the execution and delivery of this Agreement and the other the Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate any provision of any agreement, instrument, order, judgment or decree, of which such counsel has knowledge, to which the Purchaser may be a party or by which it is bound; (g) except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against the Purchaser which seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement; (h) the shares of Purchaser Common Stock issuable as Earnout Shares have been duly authorized and reserved for issuance and, if and when issued and delivered in accord...
Opinion of Counsel to the Purchaser. The Company shall have been ----------------------------------- furnished with an opinion, dated the Closing Date, of Coudert Brothers, special counsel for the Purchasers, satisfactory to the Company, substantially in the following form:
Opinion of Counsel to the Purchaser. The Shareholder and the Companies shall have received an opinion of the general counsel of the Purchaser, Xxxx Xxxxxxx, dated the Closing Date, in form and substance reasonably satisfactory to the Shareholder and the Companies.
Opinion of Counsel to the Purchaser. On or prior to the Second Closing ------------------------------------ Date, the Seller shall have received from counsel to the Purchaser an opinion, dated the Second Closing Date, in a form to be agreed upon by the parties.
Opinion of Counsel to the Purchaser. The Company shall have received an opinion of counsel to the Purchaser and LVC, Salon, Marrow, Dxxxxxx & Nxxxxx, LLP, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect set forth in Exhibit F.
Opinion of Counsel to the Purchaser. Seller shall ----------------------------------- have received the opinion of DeBrauw Blackstone Westbroek P.C. and Xxxxxx X. Xxxxx, Esq., each dated the Closing Date, in form and content reasonably satisfactory to Seller and its counsel.
Opinion of Counsel to the Purchaser. The Representatives shall have been furnished with an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, dated as of the Closing Date, covering the matters set forth on Exhibit K hereto.
Opinion of Counsel to the Purchaser. The Seller shall have received an opinion dated the Closing Date of Gardere & Wynnx, X.L.P., counsel to the Purchaser, substantially to the effect provided in Exhibit E.
