Opinion of Key Counsel Sample Clauses

Opinion of Key Counsel. The Shareholders shall have received a favorable opinion, dated as of the Closing Date, from Xxxxxx & Xxxxxx, L.L.P., counsel for Key, in form and substance satisfactory to the Shareholders, to the effect that (i) Key has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland; (ii) all corporate proceedings required to be taken by or on the part of Key to authorize the execution of this Agreement and the implementation of the transactions contemplated hereby have been taken; (iii) the shares of Key Common Stock which are to be delivered in accordance with this Agreement will, when issued, be validly issued, fully paid and nonassessable outstanding securities of Key; (iv) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of Key and is enforceable against Key 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. No opinion need be expressed as to the enforceability of any indemnification provisions of this Agreement. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of Key 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.
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Opinion of Key Counsel. 20 4.2. Conditions Precedent to Obligations of Key and the Parent.............20
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Opinion of Key Counsel. 19 5.1.4. Consent of Certain Parties in Privity With Key...............19 5.1.5. Employment Agreements........................................19 5.1.6.
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Opinion of Key Counsel. Brooks shall have received x favorable opinion, dated as of the Effective Date, from Porter & Hedges, X.X.X., counsel fxx Xxx and WellTech, in form and substance satisfactory to Brooks, to the effect that (x) Xey and WellTech have been duly incorporated and are validly existing as corporations in good standing under the laws of their states of organization; (ii) all corporate proceedings required to be taken by or on the part of Key and WellTech to authorize the execution of this Agreement and the implementation of the Merger contemplated hereby have been taken; (iii) the shares of Key Common Stock which are to be delivered in accordance with this Agreement will, when issued, be validly issued, fully paid and nonassessable outstanding securities of Key; and (iv) this Agreement has duly executed and delivered by, and is the legal, valid and binding obligation of Key and WellTech and is enforceable against Key and WellTech 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. No opinion need be expressed as to the enforceability of any indemnification provisions of this Agreement or on the provisions of Section 7.1. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of Key and WellTech as to matters of fact and (ii) the opinion or opinions of other counsel, ::ODMA\PCDOCS\DOCS\97107\2 25 which opinions shall be reasonably satisfactory to Brooks, as to matxxxx xther than federal or Texas law.
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Opinion of Key Counsel. 26 5.1.4. Listing of Key Common Stock.................................27 5.1.5. Consent of Certain Parties in Privity With Key and WellTech.27 5.2. Conditions Precedent to Obligations of Key and WellTech................27 5.2.1. Representations and Warranties of Brooks True at Effective Date........................................................27 5.2.2. No Material Litigation......................................27 5.2.3.
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Opinion of Key Counsel. The Shareholders shall have received a favorable opinion, dated as of the Closing Date, from Xxxxx, Xxxxxxxx & Xxxxx, counsel for Key, in form and substance satisfactory to the Shareholders, to the effect that (i) Key has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Texas; (ii) all corporate proceedings required to be taken by or on the part of Key to authorize the execution of this Agreement and the implementation of the transactions contemplated hereby have been taken; (iii) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of Key and is enforceable against Key in accordance with its terms, except as unenforceability 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. No opinion need be expressed as to the enforceability of any indemnification provisions of this Agreement. In rendering such opinion, such counsel may rely upon certificates of public officials and of officers of Key as to matters of fact.
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Opinion of Key Counsel. 43 6.1.4 LISTING OF KEY COMMON STOCK...........................44 6.1.5 CONSENT OF CERTAIN PARTIES IN PRIVITY WITH KEY........44 6.1.6 HSR...................................................44 6.1.7
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Opinion of Key Counsel. QSI shall have received a favorable opinion, dated as of the Effective Date, from Xxxxxx & Xxxxxx, L.L.P., counsel for Key and Merger Sub, in form and substance satisfactory to QSI to the effect that (i) Key and Merger Sub have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective states of organization; (ii) all corporate proceedings required to be taken by or on the part of the Key and Merger Sub to authorize the execution and delivery of this Agreement and the implementation of the transactions contemplated hereby have been taken; (iii) the Key Shares to be delivered to the holders of QSI Common Stock in accordance with this Agreement have been duly authorized, and when issued, will be validly issued, fully paid and nonassessable outstanding shares of Key Common Stock; (iv) the Registration Statement and the post-effective amendment to the Registration Statement have become effective under the Securities Act, and no order suspending the effectiveness of the Registration Statement (including the post-effective amendment) has been issued, and to the knowledge of such counsel, no proceedings with respect to thereto have been commenced or threatened; (v) the Prospectus complies as to form under the Securities Act and the rules and regulations of the SEC thereunder for use of the Selling QSI Shareholders in the resale of the Key Shares; and (vi) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of Key and Merger Sub and is enforceable against Key and Merger Sub 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 certificates of public officials and of officers of Key and Merger Sub as to matters of fact and the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to QSI, as to matters other than federal, general corporate law of Delaware or Texas law.
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Related to Opinion of Key Counsel

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, the opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, dated such Closing Date and addressed to you in substantially the form attached hereto as Exhibit B.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrowers addressed to the Lender in form satisfactory to the Lender.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • 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 Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

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