Opinion of Legal Counsel Sample Clauses

Opinion of Legal Counsel. As a condition to the payment by Optionee of the Purchase Price specified in the Purchase Agreement, Vector shall deliver to Optionee at the Closing an opinion of its legal counsel in form and substance satisfactory to the Optionee and its counsel.
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Opinion of Legal Counsel. Borrower shall provide, at Borrower’s expense, an opinion of legal counsel in form and content satisfactory to Administrative Agent to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents and Other Related Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrower and Guarantor are duly formed and have all requisite authority to enter into the Loan Documents and Other Related Documents; and (c) such other matters, incident to the transactions contemplated hereby, as Administrative Agent may reasonably request.
Opinion of Legal Counsel. IBC shall deliver to MSB an opinion of counsel, dated the Effective Time, in form and substance reasonably satisfactory to MSB and its counsel, to the effect that: (i) IBC and New Bank are duly organized or incorporated, are validly existing and in good standing according to the laws under which they were created; (ii) the number of authorized and issued and outstanding capital shares of IBC is as represented in, or permitted by, this Agreement and the Consolidation Agreement; (iii) the shares of IBC Common Stock deliverable pursuant to this Agreement will be duly authorized and, upon issuance and delivery in accordance with the terms hereof and thereof, will be validly issued, fully paid and nonassessable; (iv) the IBC Common Stock to be issued in the Consolidation shall have been qualified or exempted under all applicable state securities or blue sky laws, and shall have been approved for listing on the Nasdaq Stock Market, subject to official notice thereof; (v) except as set forth in such opinion, to the best of counsel's knowledge, IBC is not a party to or affected by any material adverse pending litigation, proceeding or investigation before any court or by or before any federal, state, municipal or other governmental department, commission, board or agency nor has any such litigation, proceeding or investigation been expressly threatened against IBC; (vi) this Agreement and the Consolidation Agreement have been duly and validly authorized, executed and delivered by such party and are binding and enforceable according to their terms; and (vii) no consents or approvals of, or filings or registrations with, any governmental entity are necessary in connection with the execution and delivery by IBC or New Bank of this Agreement and the Consolidation Agreement and the consummation by IBC and New Bank of the transactions contemplated thereby that have not been received or obtained as of the date hereof, except where the failure to obtain such consent or approval or to make such filing or registration will not have or be reasonably likely to have a Material Adverse Effect on IBC. In rendering such opinions, counsel may rely as to certain factual matters on certificates of one or more officers of IBC and of public officials.
Opinion of Legal Counsel. RemainCo shall have received an opinion from Xxxxxx & Xxxxxxx LLP, in form and substance satisfactory to RemainCo, substantially to the effect that, for U.S. federal income tax purposes (i) the Internal Distribution should qualify under Sections 355 and 368(a)(1)(D) of the Code and (ii) the External Distribution should qualify under Sections 355 and 368(a)(1)(D) of the Code.
Opinion of Legal Counsel. Borrower shall provide, at Borrower’s expense, at Closing and on the Conversion Date, if requested by CCRC, an opinion of legal counsel in form and content satisfactory to Bondowner Representative which opinion shall be transferable and shall state that Bondowner Representative’s successors and assigns as holder of the Note are permitted to rely on the opinion, to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrower is duly formed and has all requisite authority to enter into the Loan Documents; and
Opinion of Legal Counsel. Old Kent shall have delivered to Grand Premier an opinion of Xxxxxx Xxxxxxxx & Xxxx llp, counsel for Old Kent, dated as of the date of the Closing and substantially in the form contained in Exhibit H, with only such changes as may be reasonably satisfactory to counsel for Grand Premier.
Opinion of Legal Counsel. Borrower shall provide, at Borrower’s expense, an opinion of legal counsel in form and content satisfactory to Lender to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrower and Operating Lessee are duly formed and have all requisite authority to enter into the Loan Documents; and (c) such other matters, incident to the transactions contemplated hereby, as Lender may reasonably request. Loan No. 1005062
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Opinion of Legal Counsel. The Investors shall have received a PRC and Cayman Islands legal opinions, substantially in the forms set forth in Exhibit I attached hereto.
Opinion of Legal Counsel. Borrower shall provide, at Borrower’s expense, an opinion of legal counsel in form and content satisfactory to Administrative Agent to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents and Other Related Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrower, Non-Borrower Mortgagors and Guarantor are duly formed and have all requisite authority to enter into the Loan Documents and Other Related Documents; and (c) such other matters, incident to the transactions contemplated hereby, as Administrative Agent may reasonably request.
Opinion of Legal Counsel. On or before the Effective Date, Borrower shall provide, at Borrower’s expense, an opinion of legal counsel in form and content reasonably satisfactory to Lender to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrower, Operating Lessee and Guarantors are each validly existing and have all requisite authority to enter into the Loan Documents; and (c) such other matters, incident to the transactions contemplated hereby, as Lender may reasonably request.
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