Opinion of Buyer definition

Opinion of Buyer s Counsel" means an opinion of counsel issued by Squire, Sanders & Dempsey L.L.P., as counsel to Buyer and MCM, in the form attached hereto as Exhibit 5.3(C).
Sample 1
Opinion of Buyer means a signed opinion dated the Closing Date, in the form of Exhibit F, from in-house counsel to Buyer.
Sample 1
Opinion of Buyer s counsel as specified in Section 8.2(b).
Sample 1

More Definitions of Opinion of Buyer

Opinion of Buyer s Counsel Exhibit 1.38 Opinion of Seller's Counsel Exhibit 1.41 Permits Exhibit 1.42 Permitted Liens Exhibit 1.43 Real Property Exhibit 1.44 Scheduled Employees Exhibit 1.46 Seller's Closing Certificate Exhibit 2.2 Permitted Deviations from GAAP Presentation of Financial Statements Exhibit 3.5 Foreign Qualifications Exhibit 3.7 Required Consents Exhibit 3.11 Litigation Exhibit 3.16 Contracts Exhibit 3.19 Adverse Changes Exhibit 3.20 Taxes Exhibit 3.21 Employee Benefit Plans Exhibit 3.23 Transactions with Affiliates Exhibit 3.25 Subsidiaries and Partnerships Exhibit 3.26 Environmental Matters Exhibit 3.27 Insurance Exhibit 3.28 Labor Matters Exhibit 6.11 Form of Non-Competition Agreement Exhibit 8.1 Pending Claims Exhibit 8.3A Salaried Plan -- Actuarial Assumptions and Methods Exhibit 8.3B Spinoff Amount -- Actuarial Assumptions and Methods Exhibit 8.3C Hourly Plan -- Actuarial Assumptions and Methods STOCK PURCHASE AGREEMENT ------------------------ STOCK PURCHASE AGREEMENT, made as of the 13th day of October, 1995, by and between CHESAPEAKE CORPORATION, a Virginia corporation, and THE XXXXX GROUP, INC., a Delaware corporation. RECITALS --------
Sample 1
Opinion of Buyer s and Subsidiary's Counsel. "Opinion of Buyer's and Subsidiary's Counsel" shall mean the opinion of Hunton & Xxxxxxxx, counsel to Buyer, in the form of Exhibit 1.22.
Sample 1
Opinion of Buyer s Counsel” shall mean the opinion of the Senior Vice President, General Counsel & Corporate Secretary of the Buyer in form reasonably satisfactory to Seller.
Sample 1

Related to Opinion of Buyer

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Opinion of Independent Counsel means a written opinion of legal counsel issued by someone who is not an employee or consultant of Parent, the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • FIRPTA Affidavit means the Foreign Investment in Real Property Tax Act Certification and Affidavit, substantially in the form of Exhibit D hereto.

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E or in such other form agreed upon by the parties, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • FIRPTA means the Foreign Investment in Real Property Tax Act of 1980, as amended.

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

  • Rule 144A Letter As defined in Section 5.02(b).

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Environmental Certificate shall have the meaning set forth in Section 12.2.1.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • type-approval certificate means the document whereby the approval authority officially certifies that a type of vehicle, system, component or separate technical unit is approved;