Legal Opinions of Parties' Respective Counsel Clause Samples

Legal Opinions of Parties' Respective Counsel. Sellers shall --------------------------------------------- cause to be executed and delivered to Buyer and Buyer shall cause to be executed and delivered to Sellers at Closing written legal opinions of their respective counsel to the effect that all parties hereto are duly organized and validly existing in good standing under the laws of their respective jurisdictions of organization and all parties hereto have the legal capacity and full power and authority pursuant to their respective Articles of Incorporation, Bylaws and under applicable law, to carry on the respective businesses now being conducted by them and that all parties hereto have full power and authority to execute and deliver this Agreement and the documents required hereunder, and the execution and delivery of this Agreement, and the performance by all parties hereto of their respective obligations hereunder have been duly authorized, and constitute the valid and binding obligations of such party(ies), and there is no resolution or bylaw of such party(ies), and no provision of any existing security agreement, loan agreement, mortgage, indenture, contract, or other agreement binding on such party(ies) or affecting their respective property, and no actions, suits or proceedings pending or threatened against such party(ies) before any court or administrative agency, which in any such case would conflict with or prevent the execution, delivery or performance of the terms of the Agreement or the transactions contemplated hereby. Further, counsel to Buyer shall provide legal opinions to Sellers concerning Buyer's authorization and issuance of the Coyote Sports, Inc., shares to be received by Tennent Trust pursuant to the provisions hereof.
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Related to Legal Opinions of Parties' Respective Counsel

  • Legal Opinions of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Opinions of Counsel to Loan Parties Lenders and their respective counsel shall have received originally executed copies of one or more favorable written opinions of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Esq., General Counsel for Company, and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for Loan Parties, in each case dated as of the Closing Date and setting forth substantially the matters in the opinions designated in EXHIBIT X annexed hereto, and Company hereby requests such counsel for Loan Parties to deliver such opinions.

  • Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;