/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Seller/Sec/Examined/0.md
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Ti = Examined Documents
1.0.sec = In acting as counsel to {_Sellers}, we have examined {originals/copies.cl} the following documents and instruments (collectively, the “{_Transaction_Documents}”):
originals/copies.cl =
1.1.sec = The {_Purchase_Agreement};
1.2.sec = The {_Escrow_Agreement}; and
1.3.sec = The {_Releases}.
1. = [G/Z/ol/s3]
2.0.sec = In addition to the {_Transaction_Documents}, we have examined:
2.1.sec = The {Articles/Certificate} of Incorporation of each {_Acquired_Company}, as in effect on the date hereof, certified by the Secretary of State of its jurisdiction of incorporation;
Articles/Certificate = Certificate or Articles
2.2.sec = The other Organizational Documents of each {_Acquired_Company}, certified to be true and correct by the Secretary of the {_Company};
2.3.sec = Certificates from the Secretary of State of the state of incorporation of each {_Acquired_Company} with regard to each {_Acquired_Company}’s existence and good standing;
2.4.sec = Copies of resolutions adopted by the board of directors of the {_Company} with respect to the authorization of the execution, delivery, and performance of those {_Transaction_Documents} to which the {_Company} is a party and certified to be true and correct by its secretary;
2.5.sec = Certificate of {Company.Secretary.Title} of the {_Company}, dated the date hereof, certifying as to certain factual matters (the “{_Company_Certificate}”);
2.6.sec = Documents listed in the {_Company_Certificate}; and
2.7.sec = Such other documents as we have deemed appropriate in order to give the opinions expressed below.
2. = [G/Z/ol/s7]
= [G/Z/paras/s2]