Sellers' Opinion; Sample Clauses

Sellers' Opinion;. 10.1.3 The certificates representing all of the Shares, together with appropriate stock powers or forms of transfer in a form satisfactory to Purchaser and executed by Seller selling, assigning and transferring such certificate(s) to Purchaser, free and clear of any liens, claims, options, encumbrances or restrictions of any nature whatsoever; and
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Sellers' Opinion;. At the Closing, Buyer shall have received a legal opinion from counsel to the Company and the Seller in form and substance reasonably satisfactory to Buyer and its counsel relating to the transactions contemplated hereby.
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Sellers' Opinion;. Paul, Hastings, Janoxxxx & Xalkxx, Xxller's counsel, shall have delivered to Purchaser an opinion in form and substance reasonably satisfactory to Purchaser and Purchaser's counsel. 33 8.11. Legal Actions or Proceedings. No suit, action, investigation, inquiry or other proceeding by any governmental authority or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby or which otherwise seeks to affect, or could affect, the transactions contemplated hereby or impose damages or penalties upon any party hereto if such transactions are consummated.
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Sellers' Opinion;. Buyer shall have received an opinion, dated as of the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP counsel to Sellers, substantially in the form set forth on Exhibit F attached hereto.
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Sellers' Opinion;. 55 SECTION 6.8 Proceedings......................................................55 SECTION 6.9 Ancillary Agreements.............................................55 SECTION 6.10
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Sellers' Opinion;. 1. Seller is a corporation duly incorporated, in existence and in good standing under the Connecticut Stock Corporation Act. Seller has the corporate power to own or lease its properties and to carry on its business as now conducted, and to own its assets.
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Related to Sellers' Opinion;

  • 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 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:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Opinion of Purchaser's Counsel At the Closing, the Purchaser shall deliver to the Seller the opinion of its counsel, dated as of the Closing Date, that:

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Opinion of Counsel for the Selling Stockholders Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

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