Opinion of Seller's Counsel. The Purchaser shall have received from counsel for the Seller an opinion dated as of the date of Closing in form and substance satisfactory to the Purchaser and its counsel, to the effect that:
Opinion of Seller's Counsel. At Closing, Seller shall deliver to Buyer the written opinion or opinions of Seller's counsel, dated the Closing Date, in scope and form satisfactory to Buyer, to the following effect:
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. The Purchaser shall have received an opinion of counsel to the Sellers and the Company (which will be addressed to the Purchaser), dated the Closing Date, in the form of reasonably satisfactory to Purchaser.
Opinion of Seller's Counsel. Buyer shall have received an opinion of McGuire, Woods, Battle, and Xxxxxx, L.L.P., counsel for Seller, dated the Closing Date, to the effect that: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, (b) each of Seller, Mules, and Xxxxxx has full power, authority and legal right to enter into this Agreement, the License Agreement, the Lease Agreement, the Supply Agreement, the Guaranty, the Noncompete Agreements, the Assignment Agreement, and the Assumption Agreement (collectively, the "Transaction Documents") to which it or he is a party and to consummate the transactions contemplated hereby and thereby; (c) all corporate actions required to be taken by Seller to approve the "Transaction Documents" to which it is a party, and the transactions contemplated hereby and thereby and to authorize execution and delivery of the Transaction Documents to which it is a party and the performance by Seller of its obligations hereunder and thereunder, have been duly and properly taken, and no further action or approval is required in order to permit Seller to consummate the transactions contemplated by the Transaction Documents; (d) the Transaction Documents have been duly executed and delivered by Seller, Mules, and Xxxxxx, as applicable, and constitute legal, valid and binding obligations of Seller, Mules, and Xxxxxx, as applicable, enforceable in accordance with their terms (subject to the availability of the discretionary remedy of specific performance and, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect but excluding any presently pending proceedings and the exercise by a court of its general powers of equity); (e) the instruments of transfer of the Purchased Assets from Seller to Buyer have been duly authorized, executed and delivered, and are legal, valid and binding instruments enforceable in accordance with their terms (subject to the availability of the discretionary remedy of specific performance and, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect but excluding any presently pending proceedings and the exercise by a court of its general powers of equity); (f) the execution and delivery of the Transaction Documents by Seller, Mules, and Xxxxxx and the performance by each of them of their obligations...
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. The Purchaser shall have ------------------------------ received an opinion of the Seller's outside counsel (which will be addressed to the Purchaser), dated the Closing Date, in the form of as shall be reasonably acceptable to Purchaser.
Opinion of Seller's Counsel. Buyer shall have received an opinion --------------------------- of Xxxx Xxxxx Xxxx Xxxxxxxx & Xxxxx, P.C., counsel to Seller, dated as of Closing, substantially in the form of Exhibit 7.1(e). --------------
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. 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);
