Opinion of Purchaser's Counsel definition

Opinion of Purchaser's Counsel shall have the meaning specified in Section 9.2(e).
Sample 1
Opinion of Purchaser's Counsel means the opinion of legal counsel to the Purchaser dealing with customary corporate and enforceability matters, substantially in the form agreed to by the parties in writing on or prior to the date hereof, to be executed and delivered to the Seller by such counsel indicated thereon on the Closing Date;
Sample 1
Opinion of Purchaser's Counsel means a signed legal opinion, dated as of the Closing Date, from Norton Xxxx Xxxxxxxxx Canada LLP, as legal counsel to Purchaser and CPEC, in relation to certain corporate and securities law matters, in substantially the form attached as Schedule “I” hereto;
Sample 1

Examples of Opinion of Purchaser's Counsel in a sentence

  • By: Name: Title: LOIS SEDOWICZ EXHIBIT TABLE OF CONTENTS EXHIBIT TITLE A Bill of Sale and Assignment Agreement B Opinion of Seller's Counsel C Opinion of Purchaser's Counsel D Loan Terms Exhibits to this agreement are not filed pursuant to Item 601(b)(2) of SEC Regulation S-K.

  • By: Name: Title: PURCHASERS: FLORIDA APPLE NORTH, L.L.C. By: Name: Title: FLORIDA APPLE SOUTH, L.L.C. By: Name: Title: FLORIDA APPLE WEST, L.L.C. By: Name: Title: WIGEL PARTNERSHIP By: Name: Title: EXHIBIT TABLE OF CONTENTS EXHIBIT TITLE A Xxxx of Sale and Assignment Agreement B Opinion of Seller's Counsel C Opinion of Purchaser's Counsel D Terms of Financing Commitment E Form of Note Exhibits to this agreement are not filed pursuant to Item 601(b)(2) of SEC Regulation S-K.

  • Opinion of Purchaser's Counsel Exhibit F...........................

  • Schxxxxxx SCHEDULES TO STOCK PURCHASE AND SALE AGREEMENT Schedule 1.4(b)-A Note Schedule 1.4(b)-B Guaranty Schedule 2.2(a)(ii) Opinion of Sellers' Counsel Schedule 2.2(b)(iii) Opinion of Purchaser's Counsel Schedule III Disclosure Statement Schedule 3.7 No Litigation Schedule 3.8(b) Licenses and Permits Schedule 3.12 Product Warranty Schedule 3.14 Insurance Schedule 3.16 Patents, Trademarks, etc.

  • Exhibit 4.17 Purchase Price Escrow Agreement Exhibit 7.7 Opinion of Seller's Counsel Exhibit 8.5 Opinion of Purchaser's Counsel XXXXXXXXX XXXXXX XXXXXX & XXXXXX, P.A. ATTORNEYS AT LAW XXXXXXXXX XXXXX XXXXXXXX, XXXXX 0000 000 XXXXX XXXXXXX XXXXXX XXXXXXXXX, XXXXX XXXXXXXX 00000-0000 XXXXXXX X.

  • Exhibit 5(p) Opinion of Purchaser's Counsel.......................

  • Seller shall have received an opinion (the "Opinion of Purchaser's Counsel") of Xxxxxx Xxxxxxxxxxx, Esq.

  • By: Name: Title: EXHIBIT TABLE OF CONTENTS EXHIBIT TITLE A Xxxx of Sale and Assignment Agreement B Lease Assignment C Opinion of Seller's Counsel D Opinion of Purchaser's Counsel E Allocation of Purchase Price F Terms of Financing Commitment G Purchaser Benefit Plans Exhibits to this agreement are not filed pursuant to Item 601(b)(2) of SEC Regulation S-K.

  • Waiver of Jury Trial..................................................61 SCHEDULES Disclosure Schedule EXHIBITS Exhibit 2.06 Form of Escrow Agreement Exhibit 7.07(b) Form of 338 Election Allocation Exhibit 8.02(e) Form of Registration Rights Agreement Exhibit 8.02(f) Form of Opinion of Purchaser's Counsel Exhibit 8.03(c)(i) Form of Opinion White and Xxxxxxxx LLP Exhibit 8.03(c)(ii) Form of Opinion of the Sellers' Kentucky Counsel STOCK PURCHASE AGREEMENT, dated as of March 12, 1999 by and among Xxxx X.

  • By: Name: Title: PURCHASER: U.S. RESTAURANT PROPERTIES OPERATING L.P. By: Name: Title: EXHIBIT TABLE OF CONTENTS EXHIBIT TITLE A Bill of Sale and Assignment Agreement B Opinion of Seller's Counsel C Opinion of Purchaser's Counsel D Allocation of Purchase Price Exhibits to this agreement are not filed pursuant to Item 601(b)(2) of SEC Regulation S-K.


More Definitions of Opinion of Purchaser's Counsel

Opinion of Purchaser's Counsel means the opinions of MTLM's General Counsel and Mayex, Xxowx & Xlatx xxxstantially in the form of Exhibit D.
Sample 1
Opinion of Purchaser's Counsel means the opinion of Macaulay, Zorrilla & Robin, P.A., counsel to the Purchaser, dated as of the Closing Date, axxxxxsed to the Company and in form and substance reasonably satisfactory to the Company. "OPINION OF COUNSEL TO THE COMPANY AND THE COMPANY SHAREHOLDER" means the opinion of Ruden, McClosky, Smith, Schuster & Russell, P.A., counsel to the Compaxx xxd the Company Sharexxxxxx, datxx xx xf the Closing Date, addressed to the Purchaser and in form and substance reasonably satisfactory to the Purchaser.
Sample 1
Opinion of Purchaser's Counsel. The Opinion of Counsel in the form of Exhibit "G" attached hereto.
Sample 1
Opinion of Purchaser's Counsel means the opinion of Proskauer Rose LLP, counsel to Buyer, and, with respect to matters covered by Virginia law, local counsel to the Purchaser reasonably satisfactory to the Sellers, in each case in form and substance reasonably satisfactory to the Sellers.
Sample 1

Related to Opinion of Purchaser's Counsel

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

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

  • 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.

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

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

  • 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.

  • Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Borrower’s Counsel means Xxxxxx Xxxx Philips & Xxxxxxxx XXX, Xxxxxxx, Xxxxxxx or such other firm of legal counsel as the Borrowers may from time to time designate;

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

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Opinion of Independent Counsel means a written opinion of counsel which is issued by a Person who is not an employee, director or consultant (other than non-employee legal counsel) of the Company or any Guarantor and who shall be acceptable to the Trustee, and which opinion shall be in form and substance reasonably satisfactory to the Trustee.

  • 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.

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

  • Investment Representation Letter As defined in Section 5.02(b).

  • Tax Representation Letters means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

  • Holders’ Counsel means one counsel for the selling Holders chosen by Holders holding a majority interest in the Registrable Securities being registered.

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

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

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • 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.

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

  • Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Agent’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP;