Validity Opinion Sample Clauses

A Validity Opinion clause requires a legal opinion from a qualified attorney affirming that a particular agreement or transaction is legally valid and enforceable. Typically, this clause is used in financial or corporate transactions, where one party requests written confirmation from the other party’s counsel that all legal requirements have been met and that the agreement does not violate any laws or regulations. The core function of this clause is to provide assurance and reduce legal risk by ensuring that the transaction is built on a sound legal foundation.
Validity Opinion. STAR or STAR III shall have received a written opinion of ▇▇▇▇▇▇▇ LLP, or other counsel to STAR reasonably satisfactory to STAR III and in form and substance reasonably satisfactory to STAR III and filed with the Form S-4, to the effect that the issuance of the Merger Consideration has been duly authorized and, when and if issued in connection with the Merger in accordance with the resolutions of the STAR Board, this Agreement and the Articles of Merger, the Merger Consideration will be validly issued, fully paid and nonassessable.
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Validity Opinion. The Delaware law opinion of Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇ (in reliance upon the opinion of Morris, Nichols, Arsht & Tunn▇▇▇) ▇▇led as an exhibit to the Registration Statement shall not have been rescinded prior to the Effective Date.
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Validity Opinion. The securities law opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger regarding the validity of the Trust Preferred Securities delivered to the Trust and filed as an exhibit to the Registration Statement shall not have been rescinded prior to the Closing Date.
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Validity Opinion. REIT I shall have received a written opinion of ▇▇▇▇▇▇▇ LLP, counsel to REIT II, dated as of the Closing Date and in form and substance reasonably satisfactory to REIT I, to the effect that the issuance of the Stock Consideration has been duly authorized and, when and if issued in connection with the Merger in accordance with the resolutions of the REIT II Board, this Agreement and the Articles of Merger, the Stock Consideration will be validly issued, fully paid and nonassessable.
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Related to Validity Opinion

  • Validity, etc The Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the Collateral Custodian in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws and general principles of equity (whether considered in a suit at law or in equity).

  • REIT Opinion Company shall have received a written opinion of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year that ended on December 31, 2010, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable Parent to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by Parent and provided pursuant to Section 6.2(b).

  • Solvency Opinion The Administrative Agent shall have received a solvency opinion in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Administrative Agent to the effect that each of (a) Holdings, the Borrower and the Subsidiary Guarantors, on a consolidated basis, and (b) the Borrower and the Subsidiary Guarantors, on a consolidated basis, in each case after giving effect to the Recapitalization Transactions, are solvent;

  • Section 368 Opinion The Company shall have received a written opinion of G▇▇▇▇▇▇▇▇ Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • Tax Opinion The opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. that is filed as Exhibit 8.1 to the Registration Statement is confirmed and the Underwriters may rely upon such opinion as if it were addressed to them.