Opinion of FAA Counsel. Each Pass Through Trustee and Loan Trustee shall have received an opinion addressed to it from Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, substantially in the form set forth in Exhibit C.
Opinion of FAA Counsel. 3 6. Closing, Conditions Precedent...........................4 7. Defaults by Seller; Force Majeure.......................6 8. Destruction.............................................7 9.
Opinion of FAA Counsel. 5.01. On the date of closing the purchase of the Aircraft hereunder, Buyer shall have received an opinion of Xxxxx & Xxxxxxx, P.C., Oklahoma City, Oklahoma, as to matters related to the filing and recordation system of the FAA, including Seller's title to the airframe, the absence of liens on the airframe and engines, (except for any and all liens or encumbrances created by Buyer or as the result of Buyer operating the Aircraft) certain documents being in proper form for filing and having been filed for recordation with the FAA and such other matters as are appropriate and customary for the transactions contemplated hereby. Such opinion shall be dated as of the date of closing.
Opinion of FAA Counsel. Such Loan Participant shall have received an opinion addressed to such Loan Participant, each Agent and the Security Trustee, and the Borrower from FAA Counsel, in form and substance reasonably satisfactory to the addressees thereof.
Opinion of FAA Counsel. FAA Counsel to provide a legal opinion in respect of FAA and Cape Town Convention matters to Purchaser in a form satisfactory to Purchaser.
Opinion of FAA Counsel. Such Purchaser shall have received an opinion addressed to such Purchaser, each Agent and the Security Trustee, the Lessee and the Owner from FAA Counsel, in form and substance reasonably satisfactory to the addressees thereof.
Opinion of FAA Counsel. At the Closing, there shall be delivered ---------------------- to DSW and Merger Sub the opinion of Xxxx, Xxxx Xxxx & Freidenrich ("GCWF"), counsel for FAA, dated the Closing Date, in form and substance satisfactory to FAA and Merger Sub and their counsel, to the effect that:
(i) FAA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with corporate power to own its property and to conduct its business as now conducted;
(ii) All requisite corporate action has been taken by FAA under its Certificate of Incorporation and Bylaws and the laws of the State of Delaware to enable FAA to execute and deliver this Agreement and the Agreement of Merger and to perform its obligations hereunder and thereunder;
(iii) Upon issuance in accordance with the terms of this Agreement the FAA Class A Common Shares issued as Merger Consideration will be validly issued, fully paid and nonassessable.
(iv) The execution of this Agreement and the Agreement of Merger by FAA, and the performance of its obligations hereunder and thereunder, will not result in the violation of any order or decree known to such counsel of any court binding upon the FAA or its property, or conflict with or constitute a material default under FAA's charter or Bylaws or under any material note, debt instrument, security agreement or mortgage, or any other material agreement or commitment known to such counsel by which FAA is bound, or to the knowledge of such counsel result in the creation or imposition of any lien or encumbrance in favor of any third person upon any material property of FAA; and
(v) This Agreement and the Agreement of Merger have been duly authorized, executed and delivered by FAA, and are binding upon and enforceable against FAA in accordance with their respective terms, except as the enforceability hereof or thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and subject to general equity principles and to limitations on availability of equitable relief, including specific performance;
Opinion of FAA Counsel. Such Financier shall have received an opinion addressed to such Financier, each Agent and the Security Trustee, the Lessee and the Owner from FAA Counsel, in form and substance reasonably satisfactory to the addressees thereof.
Opinion of FAA Counsel. Agent shall have received an originally executed Opinion of FAA Counsel, in form and substance satisfactory to Agent and Lenders, dated as of the Funding Date of the second Advance and addressed to Agent and Lenders, together with copies of any officer's certificate or legal opinion of other counsel or law firm specifically identified and expressly relied upon by such counsel.
Opinion of FAA Counsel. Each Participant and the Owner Trustee shall have received an opinion, dated the Delivery Date and in the form of Exhibit A-3 hereto from Xxxxx & Xxxxxxx, P.C., special FAA counsel.
