Common use of Certifications and Opinion Clause in Contracts

Certifications and Opinion. Camco shall have furnished Schlumberger with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of Camco approving this Transaction Agreement and consummation of the transactions contemplated hereby; and (ii) a favorable opinion, dated the Delivery Date, in customary form and substance, of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire, General Counsel of Camco, to the effect that: (A) the execution and delivery of this Transaction Agreement did not violate any provision of Camco's Certificate of Incorporation or Bylaws; and (B) the Board of Directors of Camco has taken all action required by the DGCL and its Certificate of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Agreement and the transactions contemplated hereby; and this Transaction Agreement is a valid and binding agreement of Camco enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief.

Appears in 1 contract

Sources: Transaction Agreement (Schlumberger LTD /Ny/)

Certifications and Opinion. Camco shall have furnished Schlumberger with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of Camco approving this Transaction Agreement and consummation of the transactions contemplated hereby; and (ii) a favorable opinion, dated the Delivery Date, in customary form and substance, of ▇▇▇▇Rona▇▇ ▇. ▇▇▇▇▇▇▇, Esquire▇▇quire, General Counsel of Camco, to the effect that: (A) the execution and delivery of this Transaction Agreement did not violate any provision of Camco's Certificate of Incorporation or Bylaws; and (B) the Board of Directors of Camco has taken all action required by the DGCL and its Certificate of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Agreement and the transactions contemplated hereby; and this Transaction Agreement is a valid and binding agreement of Camco enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief.

Appears in 1 contract

Sources: Transaction Agreement (Camco International Inc)