Opinion of Seller's Counsel Sample Clauses

Opinion of Seller's Counsel. The Purchaser shall have received an opinion from outside counsel to the Seller, dated the Closing Date, in substantially the form attached as Exhibit 6.2(h);

Opinion of Seller's Counsel. Buyer shall have received an opinion --------------------------- of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., counsel to Seller, dated as of Closing, substantially in the form of Exhibit 7.1(e). --------------

Opinion of Seller's Counsel. The Seller shall have delivered an opinion of counsel in a form reasonably satisfactory to the Buyer.

Opinion of Seller's Counsel. Purchaser shall have been furnished with the opinion of Steven Lehr, Esq., attorneys at law, counsel for Seller, dated th▇ ▇▇▇▇▇▇▇ Date, in form and substance satisfactory to Purchaser and Purchasers' counsel, as to the following (i) the good standing and authority of Seller to carry on the Business and own the Assets, (ii) that all appropriate corporate or business entity actions necessary to complete the transactions contemplated hereunder have been taken, (iii) Seller's proper execution and delivery of this Agreement, the schedules hereto and any other documents required or necessary hereunder and the validity and binding legal effect thereof and of Seller's obligations hereunder, (iv) Seller's good and marketable title to the Assets, (v) disclosure of litigation, proceedings or investigations pending or threatened against Seller or which Seller's counsel is aware, (vi) that this Agreement does not violate any other agreement of which Seller's counsel is aware, and (vii) that the documents conveying title to Seller's interest in the Assets are valid and legally binding. In rendering the foregoing opinions, such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of Purchaser and by government officials and upon such other documents and data as such counsel deems appropriate as a basis for their opinions. Such counsel may specify the jurisdiction or jurisdictions in which they are admitted to practice, that they are not admitted to the Bar in any other jurisdiction or experts in the law of any other jurisdiction and that such opinions are limited accordingly.

Opinion of Seller's Counsel. An opinion of Seller's Counsel in a form to be agreed upon by the parties; and

Opinion of Seller's Counsel. Buyer shall have received an opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to Buyer, to substantially the following effect: (a) Seller is a limited partnership validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken. (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologix.

Opinion of Seller's Counsel. The Sellers shall deliver at Closing an opinion of counsel to the Sellers addressed to the Purchaser and the Purchaser's lender in substantially the form attached hereto as Exhibit 7.7.

Opinion of Seller's Counsel. Seller's counsel shall have furnished Buyer with its opinion on certain matters relating to the transactions contemplated hereby in form acceptable to Buyer and its counsel.

Opinion of Seller's Counsel. Seller shall have delivered to Purchaser at the Closing an opinion of Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser and which may contain customary qualifications, assumptions and exceptions, substantially to the effect that: (i) Seller: (x) is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (y) has full corporate power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (z) is duly qualified or licensed to do business as a foreign corporation in good standing in California, Oklahoma, Illinois, Virginia, Georgia and New Jersey. (ii) Seller has corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to consummate the Transactions. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by it of the Transactions have been duly authorized by Seller's Board of Directors, and no other corporate action on the part of Seller is necessary to authorize the execution and delivery by Seller of this Agreement or the Ancillary Agreements or the consummation by Seller of the Transactions. (iii) Each of this Agreement and each Ancillary Agreement has been duly executed and delivered by Seller and, assuming due and valid authorization, execution and delivery hereof and thereof by Purchaser, each of this Agreement and each Ancillary Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (iv) To such counsel's knowledge, no motion or pleading seeking relief under Fed. R. Bankr. P. 9024 or Fed. R. Civ. P. 60 has been filed.