Opinion of Counsel for Seller. The Buyer shall have received a favorable opinion from counsel for the Seller dated the date of the Closing, in form satisfactory to counsel for the Buyer, to the effect that:
Opinion of Counsel for Seller. Outside counsel for Seller shall have delivered to Buyer its opinion, dated the Closing Date, in the form of Exhibit 7.1.6;
Opinion of Counsel for Seller. Buyer shall have received from ----------------------------- counsel to Seller and the Stockholders, an opinion dated the Closing Date in the form set forth in Exhibit B hereto. ---------
Opinion of Counsel for Seller. Buyer shall have received an opinion of Xxxx Xxxxx LLP, counsel for Seller, dated as of such Closing Date, containing the opinions set forth in Exhibit I1 or I2, as applicable, and otherwise in form and substance satisfactory to Buyer and its counsel.
Opinion of Counsel for Seller. Xxxxxx, Xxx & Xxxxxx & Co., counsel for Seller, shall have delivered to Buyer a written opinion, dated the Closing Date, in a form to be agreed prior to the Closing.
Opinion of Counsel for Seller. Purchaser shall have received an opinion of their counsel Xxxxx Xxxxx, esq. __________________________, to Seller in connection with this transaction, on the Closing Date, in form and substance reasonably satisfactory to counsel to Purchaser, to the effect that: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California, (ii) Seller has all requisite corporate power, authority and capacity to enter into this Agreement and to perform the obligations required of it hereunder, in particular the corporate power and authority to transfer all right, title and interest in the Servicing, Related Escrow Accounts and Accounts Receivable, (iii) the execution and performance of this Agreement by Seller, its compliance with the terms hereof and the consummation of the transactions contemplated hereby, do not and will not conflict with any of the terms of its Certificate of Incorporation, By-Laws or any other corporate governing instruments known to such counsel, (iv) this Agreement has been duly executed by Seller and is a valid and legally binding obligation of Seller in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditors' rights and subject to principles of equity, and (v) after inquiry, to the knowledge of such counsel (without inquiry to Seller), other than foreclosure actions, there is no litigation, proceeding or governmental investigation existing, pending, or threatened, or any order, injunction or decree outstanding, against or relating to seller which is expected to have a material adverse effect upon the rights being assigned to Purchaser hereunder after the Closing Date and which has not been disclosed by Seller to Purchaser or its counsel in writing.
Opinion of Counsel for Seller. Buyer shall have received an opinion of counsel for Seller, in form and substance reasonably satisfactory to and addressed to Buyer and dated the Closing Date. In rendering such opinions, counsel may rely upon certificates of public officials and upon certificates of officers of Seller as to factual matters and on opinions of other counsel of good standing, whom such counsel believes to be reliable.
Opinion of Counsel for Seller. The Seller shall have furnished the Purchaser with an opinion of counsel for the Seller in form and substance reasonably satisfactory to the Purchaser's counsel to the effect that (I) the representations and warranties contained in Sections 15.1 and 15.2 are true; and (ii) the instruments of conveyance and transfer to be delivered to the Purchaser at Closing are effective to vest in the Purchaser all of the Seller's right, title and interest in and to the Assets.
Opinion of Counsel for Seller. Buyers shall have received the ----------------------------- opinion, dated the Closing Date, of Xxxxxxx, Carton & Xxxxxxx, counsel for Seller, the substance of which is substantially as set forth on Schedule 9.5. ------------
Opinion of Counsel for Seller. Buyer shall have received an opinion of counsel for Seller, Xxxxxx, Xxxx & Xxxxxxxx LLP, substantially in the form of EXHIBIT B hereto and otherwise in form and substance reasonably satisfactory to and addressed to Buyer and dated the Closing Date. In rendering such opinion, counsel may rely upon certificates of public officials and upon certificates of officers of Seller as to factual matters and on opinions of other counsel of good standing whom such counsel believes to be reliable as to matters with respect to which the laws of jurisdictions other than Delaware or California are applicable.
