Seller Opinion definition

Seller Opinion has the meaning specified in Section 9.4.
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Seller Opinion means one or more legal opinions of Seller's bankruptcy counsel and general corporate counsel, in a form and in substance satisfactory to Purchaser and its counsel, which shall contain the opinion of Seller's counsel that: (a) Seller is duly organized as represented and warranted in Section 4.1; (b) Seller is authorized to enter into and perform this Agreement as represented and warranted in Section 4.2; (c) this Agreement does not conflict with or violate any law, rule, regulation, order, contract, covenant or agreement governing Seller as represented and warranted in Section 4.6; (d) this Agreement is enforceable as represented and warranted in Section 4.2; (e) all necessary consents and approvals have been obtained as represented and warranted in Sections 4.7, 6.8 and 8.18 of this Agreement; (f) notice as is required under this Agreement and under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and other applicable Law has been given to all creditors and parties in interest; and (g) the Order is a Final Order.
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Seller Opinion is defined in Section 3.6.
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Examples of Seller Opinion in a sentence

  • Purchaser shall have received the Seller Opinion, executed by Xxxxxxx & Xxxxxxx, P.C.

  • Purchaser shall have received the --------------------------- Seller Opinion, executed by Xxxxx, Xxxxxxxx & Xxxxxxx LLP, counsel for Seller, which opinion may be based upon and incorporate the 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia.

  • Exhibit A: Form of Subordination Agreement Exhibit B: Xxxx of Sale Exhibit C: Form of Seller Opinion Exhibit D: Product Plan Exhibit E: Form of Press Release Exhibit F: Buyer Entities Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) is the type that ADCT customarily and actually treats as private or confidential.

  • Seller shall have delivered the Parent Opinion and the Seller Opinion.

  • Every notice or other communication required or contemplated by this Agreement to be given by a party shall be delivered either by (a) personal delivery, (b) courier mail, or (c) facsimile addressed to the party for whom intended at the following address: To Seller: Opinion Research Corporation 600 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Jxxx X.

  • Purchaser shall have received the --------------------------- Seller Opinion.

  • Purchaser shall have received the Seller Opinion, executed by Smitx, Xxmbxxxx & Xussxxx XXX, counsel for Seller, which opinion may be based upon and incorporate the 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia.

  • A favorable opinion of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP, counsel for Seller, shall have been delivered to Buyer dated as of the Closing Date, in the form agreed to by the parties (the "Seller Opinion").

  • AWA would strongly recommend that the Biennial Assessment include recommendations with regard to improving the meaningfulness of community engagement to affected individuals and groups.


More Definitions of Seller Opinion

Seller Opinion shall have the meaning assigned to such term in Section 5.1.12.
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Related to Seller Opinion

  • 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.

  • 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.

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

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

  • 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.

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

  • Fairness Opinion has the meaning set forth in Section 4.22.

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

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

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

  • 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.

  • 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.

  • 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.

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • 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.

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

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

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

  • Advance Ruling Certificate means an advance ruling certificate issued by the Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Environmental Report The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.

  • Pricing Certificate means a certificate in the form of Exhibit E, properly completed and signed by a Senior Officer or his or her designated representative of Borrower.

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.