Common use of Opinion of Seller's Counsel Clause in Contracts

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 thereunder do not constitute a violation of or a default under Seller's certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge; and (g) such counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 4.8 to be listed in Schedule 4.8 that is not listed in Schedule 4.8. In the event of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letter.

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, Date to the effect that: (ai) the Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth State of VirginiaTexas and is duly qualified as a foreign limited partnership and in good standing in each jurisdiction in which the ownership of its properties, the employment of its personnel or the conduct of its business requires it to be so qualified; (bii) each of Seller, Mules, Seller and Xxxxxx Xxxx has full power, authority and legal right to enter into this Agreement, Agreement and all other agreements by and among 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 parties and to consummate the transactions contemplated hereby and thereby; (ciii) all corporate actions partnership action required to be taken by Seller to approve this Agreement and all other agreements by and among the "Transaction Documents" to which it is a party, parties and the transactions contemplated hereby and thereby and to authorize execution and delivery of this Agreement and all other agreements by and among the Transaction Documents to which it is a party parties and the performance by Seller and Xxxx of its their respective obligations hereunder and thereunder, have been duly and properly taken, and no further action or approval is required in order to permit Seller or Xxxx to consummate the transactions contemplated by this Agreement and all other agreements by and among the Transaction Documentsparties; (div) this Agreement and all other agreements contemplated hereby or executed in connection herewith by and among the Transaction Documents parties have been duly executed and delivered by Seller, Mules, Seller and Xxxxxx, as applicable, Xxxx and constitute are legal, valid and binding obligations of Seller, Mules, Seller and Xxxxxx, as applicable, Xxxx enforceable in accordance with their terms and (v) subject to the availability of conditions, exceptions and other terms set forth in the discretionary remedy of specific performance andopinion letter prepared by Seller's counsel, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium the Contracts being sold and similar laws from time to time in effect but excluding any presently pending proceedings and the exercise assigned 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 hereby 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 thereunder do not constitute a violation of or a default under Seller's certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge; and (g) such counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 4.8 to be listed in Schedule 4.8 that is not listed in Schedule 4.8. In the event of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letterbinding.

Opinion of Seller's Counsel. Buyer Purchaser shall have received an been furnished with the opinion of McGuireHermes, WoodsNetburn, BattleO'Xxxxxx & Sxxxxxxx, and Xxxxxx, L.L.P.P.C. attorneys at law, counsel for Seller, dated the Closing Date, in form and substance satisfactory to Purchaser and Purchasers' counsel, as to the effect that: following (ai) Seller is a corporation duly organized, validly existing and in the good standing under and authority of Seller to carry on the laws of Business and own the Commonwealth of VirginiaAssets, (bii) each 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 Seller, Mules, and Xxxxxx has full power, authority and legal right to enter into this Agreement, the License Agreementschedules 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 Lease AgreementAssets, the Supply Agreement(v) disclosure of litigation, the Guarantyproceedings or investigations pending or threatened against Seller or which Seller's counsel is aware, the Noncompete Agreements, the Assignment Agreement(vi) that this Agreement does not violate any other agreement of which Seller's counsel is aware, and (vii) that the Assumption Agreement (collectively, documents conveying title to Seller's interest in 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, Assets are valid and binding obligations 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 SellerPurchaser 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, Mules, and Xxxxxx, as applicable, enforceable in accordance with their terms (subject that they are not admitted to the availability Bar in any other jurisdiction or experts in the law of any other jurisdiction and that such opinions are limited accordingly. If such counsel is not authorized to practice law in the discretionary remedy Commonwealth of specific performance andMassachusetts, as Purchaser may require Seller's counsel to enforcement obtain an opinion from counsel authorized to practice law in such jurisdiction(s). The conditions precedent set out in this section are inserted for the exclusive benefit of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium Purchaser and similar laws from time to time any such condition may be waived in effect but excluding any presently pending proceedings and the exercise whole or in part 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 Purchaser at or prior to the availability of the discretionary remedy of specific performance and, as Closing by delivering to enforcement of remedies, Seller a written waiver to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in that effect but excluding any presently pending proceedings and the exercise signed 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 thereunder do not constitute a violation of or a default under Seller's certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge; and (g) such counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 4.8 to be listed in Schedule 4.8 that is not listed in Schedule 4.8Purchaser. In the event of any dispute between that the parties arising conditions precedent set out in this section are not satisfied on or before the Closing, Purchaser shall be released from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letterall obligations under this Agreement.

Opinion of Seller's Counsel. Buyer shall have received an opinion from counsel to Seller dated as of McGuire, Woods, Battle, and Xxxxxx, L.L.P., counsel for Seller, dated the Closing DateDate and addressed to Buyer, in form and substance reasonably satisfactory to Buyer to the effect that: (ai) Seller is a corporation limited partnership, duly organized, validly existing and in good standing of full force and effect under the laws of the Commonwealth State of VirginiaOhio; (ii) Seller has full power and authority to make, (b) execute, deliver and perform this Agreement and each of Seller, Mulesthe agreements contemplated hereby, 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 or other proceedings required to be taken by Seller to approve authorize the "Transaction Documents" to which it is a partyexecution, delivery and performance of this Agreement and each of the transactions agreements contemplated hereby and thereby by Seller and to authorize execution sell, convey, assign, transfer and delivery of deliver the Transaction Documents Assets to which it is a party and the performance by Seller of its obligations hereunder and thereunder, Buyer as herein contemplated have all 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; (diii) the Transaction Documents have been duly this Agreement and all other agreements, deeds, assignments, other instruments and other agreements of conveyance and transfer to be executed and delivered hereunder by Seller, Mules, and Xxxxxx, as applicable, and Seller constitute legal, the valid and binding obligations of Seller, Mules, and Xxxxxx, as applicable, enforceable against Seller in accordance with their terms (subject to respective terms, except for 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 thereunder do not constitute a violation of or a default under Seller's certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledgeEnforceability Exceptions; and (giv) no ungiven notice to, or unobtained consent, authorization, approval or order of any court or governmental agency or body required to be obtained by Seller is required for the consummation of the transactions set forth herein. Such opinion shall include any other matters incident to the matters herein contemplated as Buyer or Buyer’s counsel may reasonably request. In rendering such opinion, such counsel has no knowledge may rely upon certificates of any actiongovernmental officials, suit, proceeding or investigation that would be required by the terms may place reasonable reliance upon certificates of Section 4.8 to be listed in Schedule 4.8 that is not listed in Schedule 4.8. In the event officers of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules and may rely on the opinions or Xxxxxx in any dispute resolution proceeding advice of other professionals and advisors employed by virtue of having rendered the referenced opinion letterSeller.

Opinion of Seller's Counsel. Buyer shall have received an opinion of McGuire, Woods, Battle, and Xxxxxx, L.L.P.Boothe, 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 State of Virginia and is qualified to carry on its business and is in good standing under the laws of the State of Virginia, (b) each of Seller, Mules, and Xxxxxx Seller has full power, authority and legal right to enter into this Agreement, the License Agreement, the Lease Agreement, Agreement and 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 this Agreement, the "Transaction Documents" Supply Agreement, the License Agreement, and the Non-Competition Agreement (Exhibit D), to which it is a party, and the transactions contemplated hereby and thereby and to authorize execution and delivery of this Agreement, the Transaction Documents Supply Agreement, the License Agreement, and the Non-Competition Agreement (Exhibit D), 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 this Agreement, the Transaction DocumentsSupply Agreement, the License Agreement, and the Non-Competition Agreement (Exhibit D) to which it is a party; (d) this Agreement, the Transaction Documents Supply Agreement, the License Agreement, and the Non-Competition Agreement (Exhibit D) have been duly executed and delivered by Seller, Mules, and Xxxxxx, as applicable, Seller and constitute legal, valid and binding obligations of Seller, Mules, and Xxxxxx, as applicable, Seller 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 this Agreement, the Transaction Documents by SellerSupply Agreement, Mulesthe License Agreement, and Xxxxxx the Non-Competition Agreement (Exhibit D) by Seller and the performance by each Seller of them of their its obligations thereunder do not constitute a violation of or a default under Seller's its certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge; and (g) such counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 4.8 6.8 to be listed in Schedule 4.8 6.8 that is not listed in Schedule 4.8. In the event of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letter6.8.

Opinion of Seller's Counsel. Buyer Purchaser shall have received an been furnished with the opinion of McGuireHermes, WoodsNetburn, BattleX'Xxxxxx & Xxxxxxxx, and Xxxxxx, L.L.P.P.C. attorneys at law, counsel for Seller, dated the Closing Date, in form and substance satisfactory to Purchaser and Purchasers' counsel, as to the effect that: following (ai) Seller is a corporation duly organized, validly existing and in the good standing under and authority of Seller to carry on the laws of Business and own the Commonwealth of VirginiaAssets, (bii) each 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 Seller, Mules, and Xxxxxx has full power, authority and legal right to enter into this Agreement, the License Agreementschedules 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 Lease AgreementAssets, the Supply Agreement(v) disclosure of litigation, the Guarantyproceedings or investigations pending or threatened against Seller or which Seller's counsel is aware, the Noncompete Agreements, the Assignment Agreement(vi) that this Agreement does not violate any other agreement of which Seller's counsel is aware, and (vii) that the Assumption Agreement (collectively, documents conveying title to Seller's interest in 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, Assets are valid and binding obligations 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 SellerPurchaser 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, Mules, and Xxxxxx, as applicable, enforceable in accordance with their terms (subject that they are not admitted to the availability Bar in any other jurisdiction or experts in the law of any other jurisdiction and that such opinions are limited accordingly. If such counsel is not authorized to practice law in the discretionary remedy Commonwealth of specific performance andMassachusetts, as Purchaser may require Seller's counsel to enforcement obtain an opinion from counsel authorized to practice law in such jurisdiction(s). The conditions precedent set out in this section are inserted for the exclusive benefit of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium Purchaser and similar laws from time to time any such condition may be waived in effect but excluding any presently pending proceedings and the exercise whole or in part 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 Purchaser at or prior to the availability of the discretionary remedy of specific performance and, as Closing by delivering to enforcement of remedies, Seller a written waiver to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in that effect but excluding any presently pending proceedings and the exercise signed 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 thereunder do not constitute a violation of or a default under Seller's certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge; and (g) such counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 4.8 to be listed in Schedule 4.8 that is not listed in Schedule 4.8Purchaser. In the event of any dispute between that the parties arising conditions precedent set out in this section are not satisfied on or before the Closing, Purchaser shall be released from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letterall obligations under this Agreement.

Opinion of Seller's Counsel. Buyer Seller shall have received an deliver a favorable opinion of McGuire, Woods, Battle, and Xxxxxx, L.L.P., counsel for to Seller, dated the Closing Date, in form and substance satisfactory to the effect that: Buyer, stating 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); (ei) the instruments of conveyance, assignment and transfer of the Purchased Assets from Property delivered by Seller to Buyer hereunder have been duly authorized, executed and delivered, and are legal, valid and binding instruments enforceable in accordance with their terms (subject effective for the purpose of conveying to Buyer Seller's, good and marketable title to the availability Property; (ii) except as may be specified by such counsel, counsel does not know of any litigation, proceeding or governmental investigation pending or threatened against or relating to the Facility, Seller or the Property, nor of any basis for any such litigation, proceeding or governmental investigations; (iii) all proceedings required by law or by this Agreement to be taken by Seller in connection with the transactions contemplated hereunder have been duly and validly taken; (iv) Seller has complete and unrestricted corporate power to convey, assign and deliver to Buyer all of the discretionary remedy of specific performance andProperty, 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 conveyance and delivery transfer of the Transaction Documents Property has been duly authorized by Seller, Mules, 's Board of Directors and Xxxxxx and the performance by each of them of their obligations thereunder do are not constitute a violation of or a default under Contrary to Seller's certificate or articles of incorporation or bylaws; (v) such Counsel has no knowledge of any defects in the title to any of the Property, or of any writsclaims asserted by others of rights or interests in such Property, orders, judgments and there are no restrictions upon the vesting of title to the Property in Buyer; (vi) no consent or decrees by which it approval of any third party not obtained and in effect on the Closing Date is bound required to vest good and of which counsel has actual knowledgeindefeasible title to the Property in Buyer or to consummate the transactions contemplated hereunder; and (gvii) such counsel has no knowledge or belief that would lead such counsel to doubt the veracity of any actionof the covenants, suit, proceeding representations or investigation that would be required by the terms warranties of Section 4.8 Seller in this Agreement; and (viii) as to be listed in Schedule 4.8 that is not listed in Schedule 4.8such other matters as Buyer may reasonably request. In rendering the event opinion, such counsel may rely as to factual matters on certificates of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letter.'s

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, Date to the effect that: (ai) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth State of VirginiaCalifornia and is duly qualified as a foreign corporation and in good standing in each jurisdiction in which the ownership of its properties, the employment of its personnel or the conduct of its business requires it to be so qualified; (bii) each of Seller, Mules, Seller and Xxxxxx Xxxxx has full power, authority and legal right to enter into this Agreement, Agreement and all other agreements by and among 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 parties and to consummate the transactions contemplated hereby and thereby; (ciii) all necessary corporate actions action required to be taken by Seller to approve this Agreement and all other agreements by and among the "Transaction Documents" to which it is a party, parties and the transactions contemplated hereby and thereby and to authorize execution and delivery of this Agreement and all other agreements by and among the Transaction Documents to which it is a party parties and the performance by Seller and Xxxxx of its their respective obligations hereunder and thereunder, have been duly and properly taken, and no further action or approval is required in order to permit Seller or Xxxxx to consummate the transactions contemplated by this Agreement and all other agreements by and among the Transaction Documentsparties; (div) this Agreement and all other agreements contemplated hereby or executed in connection herewith by and among the Transaction Documents parties have been duly executed and delivered by Seller, Mules, Seller and Xxxxxx, as applicable, Xxxxx and constitute are legal, valid and binding obligations of Seller, Mules, Seller and Xxxxxx, as applicable, Xxxxx enforceable in accordance with their terms and (v) subject to the availability conditions and exceptions of counsel, the discretionary remedy of specific performance and, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium Contracts being sold and similar laws from time to time in effect but excluding any presently pending proceedings and the exercise assigned 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 hereby are legal, valid and binding instruments enforceable in accordance with their terms (subject to the availability obligations 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 thereunder do not constitute a violation of or a default under Seller's certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge; and (g) such counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 4.8 to be listed in Schedule 4.8 that is not listed in Schedule 4.8. In the event of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letterparties.

Opinion of Seller's Counsel. The Buyer shall have received an opinion of McGuire, Woods, Battle, and Xxxxxx, L.L.P., counsel for Sellera favorable opinion, dated as of the Closing Date, from Xxxxx X. Xxxxx, counsel to Seller, Hy-Point, Xxxxxxx and the Shareholder, in form and substance satisfactory to Buyer, to the effect that: that (ai) each of the Seller and Fuel Gas has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of its state of organization; (ii) all corporate proceedings required to be taken by or on the Commonwealth part of Virginia, (b) each Seller to authorize the execution 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, Noncompetition Agreement and the Guaranty, the Noncompete Agreements, the Assignment Escrow 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 implementation of the transactions contemplated hereby and thereby and have been taken; (iii) all corporate proceedings required to be taken by or on the part of Hy-Point to authorize the execution and delivery of the Transaction Documents to which it is a party Propane Purchase Agreement and the performance by Seller implementation 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; thereby have been taken, (div) the Transaction Documents Company owns all of its Assets free and clear of any Encumbrances other than those Encumbrances listed on the Schedules to this Agreement; and (v) (A) this Agreement, the Lease Agreement and the Escrow Agreement have been duly executed and delivered by Seller, Mulesby, and Xxxxxx, as applicable, and constitute are the legal, valid and binding obligations of Seller, Mules, the Seller and Xxxxxx, as applicable, are enforceable against the Seller in accordance with their terms respective terms, (subject to b) the availability Propane Purchase Agreement has been duly executed and delivered by, and is a legal, valid and binding obligation of Hy-Point, enforceable against Hy-Point in accordance with its terms; (c) the Noncompetition Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the discretionary remedy Seller, Xxxxxxx and the Shareholder, and is enforceable against the Seller, Xxxxxxx and the Shareholder in accordance with their respective terms, in each case, except as the enforceability may be limited by (A) equitable principles of specific performance and, as to enforcement of remedies, to applicable general applicability or (B) bankruptcy, insolvency, reorganization, moratorium and fraudulent conveyance or similar laws from time to time in effect but excluding any presently pending proceedings affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and the exercise by a court of its general powers of equity); (e) the instruments of transfer officers of the Purchased Assets from Seller Sellers as to Buyer have been duly authorizedmatters of fact and (ii) on the opinion or opinions of other counsel, executed and delivered, and are legal, valid and binding instruments enforceable in accordance with their terms (subject which opinions shall be reasonably satisfactory to the availability of the discretionary remedy of specific performance andBuyer, 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 thereunder do not constitute a violation of matters other than federal or a default under Seller's certificate or articles of incorporation or bylaws, or any writs, orders, judgments or decrees by which it is bound and of which counsel has actual knowledge; and (g) such counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 4.8 to be listed in Schedule 4.8 that is not listed in Schedule 4.8. In the event of any dispute between the parties arising from the Transaction Documents or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letterTexas law.

Opinion of Seller's Counsel. Buyer Seller shall have received an deliver a favorable --------------------------- opinion of McGuire, Woods, Battle, and Xxxxxx, L.L.P., counsel for to Seller, dated the Closing Date, in form and substance satisfactory to the effect that: Buyer, stating 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); (ei) the instruments of conveyance, assignment and transfer of the Purchased Assets from Property delivered by Seller to Buyer hereunder have been duly authorized, executed and delivered, and are legal, valid and binding instruments enforceable in accordance with their terms (subject effective for the purpose of conveying to Buyer Seller's, good and marketable title to the availability Property; (ii) except as may be specified by such counsel, counsel does not know of any litigation, proceeding or governmental investigation pending or threatened against or relating to the Facility, Seller or the Property, nor of any basis for any such litigation, proceeding or governmental investigations; (iii) all proceedings required by law or by this Agreement to be taken by Seller in connection with the transactions contemplated hereunder have been duly and validly taken; (iv) Seller has complete and unrestricted corporate power to convey, assign and deliver to Buyer all of the discretionary remedy of specific performance andProperty, 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 conveyance and delivery transfer of the Transaction Documents Property has been duly authorized by Seller, Mules, 's Board of Directors and Xxxxxx and the performance by each of them of their obligations thereunder do are not constitute a violation of or a default under Contrary to Seller's certificate or articles of incorporation or bylaws; (v) such Counsel has no knowledge of any defects in the title to any of the Property, or of any writsclaims asserted by others of rights or interests in such Property, orders, judgments and there are no restrictions upon the vesting of title to the Property in Buyer; (vi) no consent or decrees by which it approval of any third party not obtained and in effect on the Closing Date is bound required to vest good and of which counsel has actual knowledgeindefeasible title to the Property in Buyer or to consummate the transactions contemplated hereunder; and (gvii) such counsel has no knowledge or belief that would lead such counsel to doubt the veracity of any actionof the covenants, suit, proceeding representations or investigation that would be required by the terms warranties of Section 4.8 Seller in this Agreement; and (viii) as to be listed in Schedule 4.8 that is not listed in Schedule 4.8such other matters as Buyer may reasonably request. In rendering the event opinion, such counsel may rely as to factual matters on certificates of any dispute between the parties arising from the Transaction Documents Seller's officers and upon such other evidence as such counsel may deem necessary or the transactions contemplated therein, counsel to Seller shall not be disqualified from representing the Seller, Mules or Xxxxxx in any dispute resolution proceeding by virtue of having rendered the referenced opinion letterappropriate.