/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Seller/0.md
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Opinions
  • Based upon and subject to the foregoing and the other qualifications and limitations stated in this opinion letter, our opinions are as follows:
    1. Each of the {_Company} and its {_Subsidiaries} is validly existing as a corporation and in good standing under the law of {Company.Register.Adr.State}.
    2. Each of the {_Transaction_Documents} has been duly authorized, executed, and delivered by the {_Sellers}. The {_Company} (a) has the corporate power to execute and deliver, and to perform its obligations under, each {_Transaction_Document} to which it is a party, (b) has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, each {_Transaction_Document} to which it is a party, and (c) has duly executed and delivered each {_Transaction_Document} to which it is a party.
    3. Neither the execution and delivery by each {_Seller} of each {_Transaction_Document} to which it is a party nor the consummation of the Contemplated Transactions by each {_Seller}:
      1. violates any provision of the Organizational Documents of any {_Acquired_Company};
      2. breaches or constitutes a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or results in the termination of, or accelerates the performance required by, or excuses performance by any Person of any of its obligations under, or causes the acceleration of the maturity of any debt or obligation pursuant to, or results in the creation or imposition of any lien or other security interest upon any property or assets of any {_Acquired_Company} under, any agreements or commitments listed in Part 3.17(a) of the {_Disclosure_Letter};
      3. violates any judgment, decree, or order listed in Part 3.15(b) of the {_Disclosure_Letter}; or
      4. violates any federal law of the United States or any law of {Law.State.the}.
    4. Except for requirements of the HSR Act, no consent, approval, or authorization of, or declaration, filing, or registration with, any governmental authority of the United States or {Law.State.the} is required in connection with the execution and delivery of any {_Transaction_Document} by {_Sellers} or the {_Company} or the consummation by {_Sellers} or {_Company} of any of the Contemplated Transactions.
    5. Each of the {_Transaction_Documents} is a valid and binding obligation of {_Sellers}, enforceable against {_Sellers} in accordance with its terms; provided, however, that this opinion does not cover: {Note to Drafter:} identify any particular clauses in the Transaction_Documents to be excluded, such as the noncompetition provisions of § 7.1 of the Model Agreement
    6. The authorized capital stock of the {_Company} consists of {SPA.Rep.Seller.Capitalized.Cap.Common.Auth.#} shares of common stock, {SPA.Rep.Seller.Capitalized.Cap.Common.Par.$} par value, of which {SPA.Rep.Seller.Capitalized.Cap.Common.Issued.#} shares are outstanding. The Shares have been duly authorized and validly issued and are fully paid and nonassessable.
    7. Upon the delivery of certificates to {_Buyer} indorsed to {_Buyer} or indorsed in blank by an effective endorsement and the payment to {_Sellers} being made at the Closing, and assuming {_Buyer} has no notice of an adverse claim to the Shares within the meaning of Uniform Commercial Code § 8-105, {_Buyer} will acquire the Shares free of any adverse claims within the meaning of Uniform Commercial Code § 8-303.
    8. All of the outstanding shares of capital stock of each {_Subsidiary} have been duly authorized and validly issued and are fully paid and nonassessable. The outstanding capital stock of each of the {_Subsidiaries} is owned of record by one or more of the Acquired Companies.
  • Except as set forth in Part 3.15(a) of the {_Disclosure_Letter}, we are not representing any of the Acquired Companies or {_Sellers} in any pending litigation in which any of them is a named defendant or in any litigation that is overtly threatened in writing against any of them by a potential claimant} that challenges the validity or enforceability of, or seeks to enjoin the performance of, the {_Transaction_Documents}.