Common use of Opinion of Seller's Counsel Clause in Contracts

Opinion of Seller's Counsel. Buyer shall have received an opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to Buyer, to substantially the following effect: (a) Seller is a limited partnership validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken. (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologix.

Opinion of Seller's Counsel. At Closing, Seller shall deliver to Buyer shall have received an the written opinion from counsel to Seller (who may be in-house or opinions of Seller's counsel) , dated as of the Closing Date and addressed to BuyerDate, in scope and form and substance satisfactory to Buyer, to substantially the following effect: (a1) Seller is a limited partnership corporation duly organized, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware Virginia, with full all requisite corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute enter into and deliver perform this Agreement. (2) This Agreement has been duly executed and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken delivered by Seller and Radiologix such action has been duly authorized by all necessary corporate action. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms subject to authorize bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium and similar laws relating to or affecting creditors' and other obligees' rights generally and the exercise of judicial discretion in accordance with general equitable principles. (3) None of (i) the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken. (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effectAgreement, (ii) limitations on the enforcement consummation of equitable remedies and the Transaction, or (iii) such compliance with the terms and conditions of this Agreement will, with or without the giving of notice or lapse of time or both, conflict with, breach the terms and conditions of, constitute a default under, or violate Seller's articles of incorporation or bylaws, any law, rule, regulation or other qualifications as counsel requirement of any Governmental Authority, or any judgment, decree, order, agreement, lease or other instrument to which Seller is a party or by which Seller, the Parties Station or any of the Seller's assets, including the Purchased Assets, may mutually agree uponbe bound or affected. (d4) To such counsel’s 's knowledge, based on a search of court dockets as shall be reasonably satisfactory to Buyer's counsel, no suit, action, claim or proceeding is pending or threatened that questions or may affect the consummation validity of any action to be taken by Seller pursuant to this Agreement or that seeks to enjoin, restrain or prohibit Seller from carrying out the Transaction. (5) To such counsel's knowledge, based on a search of court dockets as shall be reasonably satisfactory to Buyer's counsel, there is no outstanding judgment, or any suit, action, claim or proceeding pending, threatened or deemed by Seller's counsel to be probable of assertion, or any governmental proceeding or investigation in progress (other than proceedings affecting radio broadcasters generally) that could reasonably be expected to have an adverse effect upon the Purchased Assets or upon the business or operations of the transactions described Station after Closing. (6) Seller is the authorized legal holder of the FCC Licenses, the FCC Licenses are in this Agreement will full force and effect, and the FCC Licenses are not result in the subject of any pending license renewal application. To counsel's knowledge, there are no applications pending before the Commission with respect to the Station. (7) The Commission has consented to the assignment of the FCC Licenses to Buyer and that consent has become a material violationFinal Order, breach unless the requirement for a Final Order is waived by Buyer. (8) To counsel's knowledge, there is no Commission investigation, notice of apparent liability or default order of forfeiture, pending or outstanding against the Station, or any complaint, petition to deny or proceeding against or involving the Station pending before the Commission, except for rule making proceedings of general applicability to the broadcast industry. The foregoing opinions shall be for the benefit of and may be relied on by Seller or Radiologix under any material Legal RequirementsBuyer and Buyer's lenders. In rendering such opinionopinions, such Seller's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers such corporate records of Seller and Radiologixsuch certificates of public officials and officers of Seller.

Opinion of Seller's Counsel. Buyer shall have received an opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to Buyer, to substantially the following effect: (a) Seller is a limited partnership corporation validly existing under the laws of the State of Delaware Illinois with full partnership corporate power to carry on its business as it is now being conducted. Radiologix MI is a corporation validly existing under the laws of the State of Florida with full corporate power to carry on its business as it is now being conducted. PG is a corporation duly incorporated organized and validly existing in good standing under the laws of the State of Delaware Florida with full corporate power to carry on its business as it is now being conducted. Each of Seller Seller, MI and Radiologix PG has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by Seller Seller, MI and Radiologix PG to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken. (bd) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller Seller, MI or Radiologix PG is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (ce) This Agreement and each of the Closing Documents to which Seller Seller, MI or Radiologix PG is a party constitutes a valid and binding obligation of such Party, enforceable against Seller Seller, MI or Radiologix PG in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (df) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller Seller, MI or Radiologix PG under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller Seller, MI and RadiologixPG.

Opinion of Seller's Counsel. Buyer Seller shall have received delivered to Purchaser an opinion from of counsel to Seller (who may be in-house counsel) for Seller, dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to BuyerPurchaser's counsel, to substantially the following effecteffect that: (ai) Seller is a limited partnership corporation duly organized, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full California; the location and character of the properties owned or leased and the business conducted by Seller do not make qualification or licensing as a foreign corporation necessary in any other state or jurisdiction; and Seller has the corporate power and authority to own its properties and to carry on its business as it is now being conducted. Each of Seller ; (ii) This Agreement has been duly executed and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken delivered by Seller and Radiologix constitutes a legal and binding obligation of Seller, enforceable in accordance with its terms except as enforcement of the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to authorize or affecting the enforcement of creditors' rights and by general equity principles; (iii) All instruments of transfer and other documents necessary to effect the transfer to Purchaser of the Purchased Assets have been duly authorized, executed and delivered by Seller and are in proper form to transfer to Purchaser all right, title and interest of Seller in and to the Purchased Assets; (iv) Except as set forth on Schedule 8(g), such counsel does not know of any litigation, proceeding, governmental investigation or claim pending or threatened against or relating to the Business, the Purchased Assets or the transactions contemplated by this Agreement; and (v) The execution and delivery of this Agreement and each the consummation by Seller of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.transactions contemplated hereby: (bA) The execution, delivery do not and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does will not violate any provision of its limited partnership agreement or the articles of incorporation and bylaws, as the case may be.or bylaws of Seller; (cB) This Agreement do not and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not violate, or result, with the giving of notice or the lapse of time or both, in a violation of any provision of, or result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologix.the

Opinion of Seller's Counsel. Buyer shall have received an opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance reasonably satisfactory to Buyer, to substantially the following effect: (a) Each Seller (other than MTPAS, DMCOBA and MMPET) is a limited partnership nonprofit corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware Michigan with full partnership corporate power to carry on its business as it is now being conducted. Radiologix MTPAS is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware Michigan with full corporate power to carry on its business as it is now being conducted. Each of DMCOBA and MMPET is a limited liability company duly organized and validly existing in good standing under the laws of the State of Michigan with full limited liability company power to carry on its business as now being conducted. Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations herein and therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.; (b) The execution, delivery and performance by Seller of this Agreement and each of the Closing Documents to which Seller or Radiologix it is a party does not violate (i) any provision of its limited partnership agreement or the articles of incorporation and bylawsor bylaws of any Seller or (ii) to such counsel’s knowledge, as of any Assumed Contract listed on Schedule 3.18 to which Seller is a party (excluding any violation attendant to the case may be.assignment of a Contract without the consent of the counterparties, thereto); (c) This Agreement and each of the Closing Documents to which Seller or Radiologix it is a party constitutes a valid and binding obligation of such PartySeller, enforceable against Seller or Radiologix in accordance with its their respective terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally from time to time in effect, ; (ii) limitations on the enforcement of equitable remedies remedies; and (iii) such other qualifications as counsel to the Parties may mutually agree upon.; and (d) To such counsel’s knowledge, the consummation of the transactions described in this the Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal RequirementsMichigan law. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance as to factual matters (subject to any contrary actual knowledge of counsel) upon certificates of officers of Seller and RadiologixSeller.

Opinion of Seller's Counsel. Buyer Seller shall have received delivered to Purchaser an opinion from of counsel to Seller (who may be in-house counsel) for Seller, dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to BuyerPurchaser's counsel, to substantially the following effecteffect that: (ai) Seller is a limited partnership corporation duly organized, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full Louisiana; the location and character of the properties owned or leased and the business conducted by Seller do not make qualification or licensing as a foreign corporation necessary in any other state or jurisdiction; and Seller has the corporate power and authority to own its properties and to carry on its business as it is now being conducted. Each of Seller ; (ii) This Agreement has been duly executed and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken delivered by Seller and Radiologix constitutes a legal and binding obligation of Seller, enforceable in accordance with its terms and has been approved by a final order from the Bankruptcy Court; (iii) All instruments of transfer and other documents necessary to authorize effect the transfer to Purchaser of the Purchased Assets including but not limited to a final order from the Bankruptcy Court, have been duly authorized, executed and delivered by Seller and are in proper form to transfer to Purchaser all right, title and interest of Seller in and to the Purchased Assets; (iv) Except as set forth on Schedule 8(g), such counsel does not know of any litigation, proceeding, governmental investigation or claim pending or threatened against or relating to the Business, the Purchased Assets or the transactions contemplated by this Agreement; and (v) The execution and delivery of this Agreement and each the consummation by Seller of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.transactions contemplated hereby: (bA) The execution, delivery do not and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does will not violate any provision of its limited partnership agreement or the articles of incorporation and bylaws, as the case may be.or bylaws of Seller; and (cB) This Agreement do not and each will not constitute an event permitting termination or result in the acceleration of the Closing Documents any lease, agreement, license or instrument known to such counsel to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologix.party

Opinion of Seller's Counsel. Buyer shall have received an opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance reasonably satisfactory to Buyer, to substantially the following effect: (a) Each Seller (other than MTPAS, DMCOBA and MMPET) is a limited partnership nonprofit corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware Michigan with full partnership corporate power to carry on its business as it is now being conducted. Radiologix MTPAS is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware Michigan with full corporate power to carry on its business as it is now being conducted. Each of DMCOBA and MMPET is a limited liability company duly organized and validly existing in good standing under the laws of the State of Michigan with full limited liability company power to carry on its business as now being conducted. Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations herein and therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.; (b) The execution, delivery and performance by Seller of this Agreement and each of the Closing Documents to which Seller or Radiologix it is a party does not violate (i) any provision of its limited partnership agreement or the articles of incorporation and bylawsor bylaws of any Seller or (ii) to such counsel’s knowledge, as of any Assumed Contract listed on Schedule 3.18 to which Seller is a party (excluding any violation attendant to the case may be.assignment of a Contract without the consent of the counterparties, thereto); (c) This Agreement and each of the Closing Documents to which Seller or Radiologix it is a party constitutes a valid and binding obligation of such PartySeller, enforceable against Seller or Radiologix in accordance with its their respective terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally from time to time in effect, ; (ii) limitations on the enforcement of equitable remedies remedies; and (iii) such other qualifications as counsel to the Parties may mutually agree upon.; and (d) To such counsel’s knowledge, the consummation of the transactions described in this the Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and RadiologixMichigan law.

Opinion of Seller's Counsel. Buyer Purchaser shall have received an been furnished with the opinion from of Hermes, Netburn, X'Xxxxxx & Xxxxxxxx, P.C. attorneys at law, counsel to Seller (who may be in-house counsel) for Seller, dated as of the Closing Date and addressed to BuyerDate, in form and substance satisfactory to BuyerPurchaser and Purchasers' counsel, as to substantially the following effect: (ai) the good standing and authority of Seller is a limited partnership validly existing under the laws of the State of Delaware with full partnership power to carry on its the Business and own the Assets, (ii) that all appropriate corporate or business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under entity actions necessary to complete the laws of the State of Delaware with full corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix to authorize the transactions contemplated hereunder have been taken, (iii) Seller's proper execution and delivery of this Agreement Agreement, the schedules hereto and each any other documents required or necessary hereunder and the validity and binding legal effect thereof and of Seller's obligations hereunder, (iv) Seller's good and marketable title to the Closing Documents to Assets, (v) disclosure of litigation, proceedings or investigations pending or threatened against Seller or which it Seller's counsel is a party and to authorize the performance of its obligations herein and thereinaware, have all been duly and properly taken. (bvi) The execution, delivery and performance of that this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision other agreement of its limited partnership agreement or articles of incorporation which Seller's counsel is aware, and bylaws, as (vii) that the case may be. (c) This Agreement and each of documents conveying title to Seller's interest in the Closing Documents to which Seller or Radiologix is a party constitutes a Assets are valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirementslegally binding. In rendering such opinionthe foregoing opinions, such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of governmental Purchaser and by government officials and upon such other documents and data as such counsel deems appropriate as a basis for their opinions. Such counsel may place reasonable reliance upon certificates specify the jurisdiction or jurisdictions in which they are admitted to practice, that they are not admitted to the Bar in any other jurisdiction or experts in the law of officers any other jurisdiction and that such opinions are limited accordingly. If such counsel is not authorized to practice law in the Commonwealth of Massachusetts, Purchaser may require Seller's counsel to obtain an opinion from counsel authorized to practice law in such jurisdiction(s). The conditions precedent set out in this section are inserted for the exclusive benefit of Purchaser and any such condition may be waived in whole or in part by Purchaser at or prior to the Closing by delivering to Seller and Radiologixa written waiver to that effect signed by Purchaser. In the event that the conditions precedent set out in this section are not satisfied on or before the Closing, Purchaser shall be released from all obligations under this Agreement.

Opinion of Seller's Counsel. Buyer shall have received an opinion from of McGuire, Woods, Battle, and Boothe, counsel to Seller (who may be in-house counsel) for Seller, dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to BuyerDate, to substantially the following effect: effect that: (a) Seller is a limited partnership corporation duly organized, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate power Virginia and is qualified to carry on its business as it and is now being conducted. Each in good standing under the laws of the State of Virginia, (b) Seller and Radiologix has full power power, authority and authority legal right to execute and deliver enter into this Agreement and each of the Closing Documents Supply Agreement to which it is a party and to perform its obligations therein. All partnership consummate the transactions contemplated hereby and thereby; (c) all corporate proceedings actions required to be taken by Seller to approve this Agreement, the Supply Agreement, the License Agreement, and Radiologix the Non-Competition Agreement (Exhibit D), to which it is a party, and the transactions contemplated hereby and thereby and to authorize the execution and delivery of this Agreement, the Supply Agreement, the License Agreement, and the Non-Competition Agreement and each of the Closing Documents (Exhibit D), to which it is a party and to authorize the performance by Seller of its obligations herein hereunder and thereinthereunder, have all been duly and properly taken. , and no further action or approval is required in order to permit Seller to consummate the transactions contemplated by this Agreement, the Supply Agreement, the License Agreement, and the Non-Competition Agreement (bExhibit D) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix it is a party does not violate any provision of its limited partnership agreement or articles of incorporation party; (d) this Agreement, the Supply Agreement, the License Agreement, and bylawsthe Non-Competition Agreement (Exhibit D) have been duly executed and delivered by Seller and constitute legal, as the case may be. (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation obligations of such Party, Seller enforceable against Seller or Radiologix in accordance with its terms, subjecttheir terms (subject to the availability of the discretionary remedy of specific performance and, as to enforcement of remedies, to (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other and similar laws affecting creditors’ rights generally from time to time in effecteffect but excluding any presently pending proceedings and the exercise by a court of its general powers of equity); (e) the instruments of transfer of the Purchased Assets from Seller to Buyer have been duly authorized, executed and delivered, and are legal, valid and binding instruments enforceable in accordance with their terms (ii) limitations on subject to the availability of the discretionary remedy of specific performance and, as to enforcement of equitable remedies remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect but excluding any presently pending proceedings and the exercise by a court of its general powers of equity); (f) the execution and delivery of this Agreement, the Supply Agreement, the License Agreement, and the Non-Competition Agreement (Exhibit D) by Seller and the performance by Seller of its obligations thereunder do not constitute a violation of or a default under its certificate or articles of incorporation or bylaws; and (iiig) such other qualifications as counsel has no knowledge of any action, suit, proceeding or investigation that would be required by the terms of Section 6.8 to the Parties may mutually agree uponbe listed in Schedule 6.8 that is not listed in Schedule 6.8. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologix.

Opinion of Seller's Counsel. Buyer Seller shall have received delivered to Purchaser an opinion from of counsel to Seller (who may be in-house counsel) for Seller, dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to BuyerPurchaser's counsel, to substantially the following effecteffect that: (ai) Seller is a limited partnership corporation duly organized, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full Maryland; the location and character of the properties owned or leased and the business conducted by Seller do not make qualification or licensing as a foreign corporation necessary in any other state or jurisdiction; and Seller has the corporate power and authority to own its properties and to carry on its business as it is now being conducted. Each of Seller ; (ii) This Agreement has been duly executed and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken delivered by Seller and Radiologix constitutes a legal and binding obligation of Seller, enforceable in accordance with its terms except as enforcement of the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to authorize or affecting the enforcement of creditors' rights and by general equity principles; (iii) All instruments of transfer and other documents necessary to effect the transfer to Purchaser of the Purchased Assets have been duly authorized, executed and delivered by Seller and are in proper form to transfer to Purchaser all right, title and interest in and to the Purchased Assets; (iv) Except as set forth on Schedule 8(g), such counsel does not know of any litigation, proceeding, governmental investigation or claim pending or threatened against or relating to the Business, the Purchased Assets or the transactions contemplated by this Agreement; and (v) The execution and delivery of this Agreement and each the consummation by Seller of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.transactions contemplated hereby: (bA) The execution, delivery do not and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does will not violate any provision of its limited partnership agreement or the articles of incorporation and bylaws, as the case may be.or bylaws of Seller; (cB) This Agreement do not and each will not violate, or result, with the giving of notice or the Closing Documents lapse of time or both, in a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the creation or imposition of, any lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree known to such counsel to which Seller or Radiologix is a party constitutes a valid or by which it is bound; and (C) do not and binding obligation will not constitute an event permitting termination of any lease, agreement, license or instrument known to such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree uponwhich Seller is a party. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologix.

Opinion of Seller's Counsel. Buyer Seller shall have received delivered to Purchaser at the Closing an opinion from counsel to Seller (who may be in-house counsel) of Seller's counsels, dated as of the Closing Date and addressed to BuyerDate, in form and substance satisfactory to BuyerPurchaser, to substantially the following effecteffect that: (ai) Except as specified in Section 7.2(b)(i) of the Disclosure Schedule, all the outstanding capital stock of each Business Subsidiary is owned directly or indirectly by Seller and is validly issued, and nonassessable, and to the knowledge of such Seller's counsel there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Subsidiary to any Person; (ii) Each Business Subsidiary (x) is a limited partnership corporation or other entity duly organized, validly existing and in good standing under the laws of the State its state of Delaware with incorporation; and (y) has full partnership corporate power and authority to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated conducted and validly existing in good standing under to own the laws of the State of Delaware with properties and assets it now owns; (iii) Seller has full corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement, and to consummate the Transactions. The execution, delivery and performance by Seller of this Agreement and each the consummation by it of the Closing Documents to which it Transactions, have been duly authorized by Seller's Board of Directors and approved by Seller's shareholders, and no other corporate action on the part of Seller is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix necessary to authorize the execution and delivery by Seller of this Agreement and each or the consummation by it of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.Transactions; (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (civ) This Agreement has been duly executed and each of the Closing Documents to which delivered by Seller or Radiologix and, assuming due and valid authoriza tion, execution and delivery thereof by Parent, Purchaser and Purchaser's Subsidiary, this Agreement is a party constitutes a valid and binding obligation of such Party, Seller enforceable against Seller or Radiologix in accordance with its terms, subject, terms except (a) as to enforcement of remedies, to (i) limited by applicable bankruptcy, insolvency, reorganization, insolvencymoratorium, moratorium fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought; (v) Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or perfor mance of this Agreement bx Xxxler, the consummation by Seller of the Transactions or compliance by Seller with any of the provisions hereof will (w) conflict with or result in any breach of any provision of the certificate of incorporation, the by-laws affecting creditors’ rights generally from time to time in effector similar organizational docu ments of Seller or any Business Subsidiary, (iix) limitations require any filing with, or permit, authorization, consent or approval of, any Governmental Entity which have not been obtained, or (y) to the knowledge of such counsel, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller, any Business Subsidiary or any of their properties or assets, excluding from the foregoing clauses (x) and (z) such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the enforcement of equitable remedies Business and (iii) such other qualifications the Business Subsid iaries, taken as counsel to the Parties may mutually agree upon.a whole; (dvi) To Except as set forth in Section 7.2(b)(vi) of the Disclosure Schedule, to such counsel’s 's knowledge, no consent of any Person is necessary to the consummation of the transactions described Transac tions, including consents from parties to loans, contracts, leases or other agreements and consents from governmental agencies, whether federal, state or local; (vii) Except as set forth in Section 7.2(b)(vii) of the Disclosure Schedule, to such counsel's knowledge, there is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or threatened against or involving Seller or any Business Subsidiary, or which questions or challenges the validity of this Agreement will not result in a material violation, breach or default any action taken or to be taken by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, Business Subsidiary pursuant to this Agreement or in connection with the Transac tions other than to contracts or agreements which the parties have deemed to be non-Material Contracts; (viii) no facts have come to the attention of such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers which would lead such counsel to believe that any repre sentation or warranty of Seller and Radiologixcontained herein or in the Disclosure Schedule or any supplement thereto is incorrect or misleading; (ix) Except as set forth in Section 7.2(b)(ix) of the Disclosure Schedule, to such counsel's knowledge, neither Seller (with respect to the Business) nor any Business Subsidiary is subject to any judgment, order or decree which may have an adverse effect on its business practices or on its ability to acquire any property or conduct its business in any area; and (x) Except as set forth in Section 7.2(b)(x) of the Disclosure Schedule, to such counsel's knowledge, no notice, charge, claim, action or assertion has been received by Seller or any Business Subsidiary or has been filed, commenced or threatened against Seller or any Business Subsidiary alleging any violation of any of the foregoing.

Opinion of Seller's Counsel. Buyer Seller shall have received delivered to Purchaser at the Closing an opinion from counsel to Seller (who may be in-house counsel) of Seller's counsels, dated as of the Closing Date and addressed to BuyerDate, in form and substance satisfactory to BuyerPurchaser, to substantially the following effecteffect that: (ai) Except as specified in Section 7.2(b)(i) of the Disclosure Schedule, all the outstanding capital stock of each Business Subsidiary is owned directly or indirectly by Seller and is validly issued, and nonassessable, and to the knowledge of such Seller's counsel there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Subsidiary to any Person; (ii) Each Business Subsidiary (x) is a limited partnership corporation or other entity duly organized, validly existing and in good standing under the laws of the State its state of Delaware with incorporation; and (y) has full partnership corporate power and authority to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated conducted and validly existing in good standing under to own the laws of the State of Delaware with properties and assets it now owns; (iii) Seller has full corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement, and to consummate the Transactions. The execution, delivery and performance by Seller of this Agreement and each the consummation by it of the Closing Documents to which it Transactions, have been duly authorized by Seller's Board of Directors and approved by Seller's shareholders, and no other corporate action on the part of Seller is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix necessary to authorize the execution and delivery by Seller of this Agreement and each or the consummation by it of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.Transactions; (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (civ) This Agreement has been duly executed and each of the Closing Documents to which delivered by Seller or Radiologix and, assuming due and valid authoriza tion, execution and delivery thereof by Parent, Purchaser and Purchaser's Subsidiary, this Agreement is a party constitutes a valid and binding obligation of such Party, Seller enforceable against Seller or Radiologix in accordance with its terms, subject, terms except (a) as to enforcement of remedies, to (i) limited by applicable bankruptcy, insolvency, reorganization, insolvencymoratorium, moratorium fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought; (v) Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or perfor mance of this Agreement xx Xxller, the consummation by Seller of the Transactions or compliance by Seller with any of the provisions hereof will (w) conflict with or result in any breach of any provision of the certificate of incorporation, the by-laws affecting creditors’ rights generally from time to time in effector similar organizational docu ments of Seller or any Business Subsidiary, (iix) limitations require any filing with, or permit, authorization, consent or approval of, any Governmental Entity which have not been obtained, or (y) to the knowledge of such counsel, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller, any Business Subsidiary or any of their properties or assets, excluding from the foregoing clauses (x) and (z) such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the enforcement of equitable remedies Business and (iii) such other qualifications the Business Subsid iaries, taken as counsel to the Parties may mutually agree upon.a whole; (dvi) To Except as set forth in Section 7.2(b)(vi) of the Disclosure Schedule, to such counsel’s 's knowledge, no consent of any Person is necessary to the consummation of the transactions described Transac tions, including consents from parties to loans, contracts, leases or other agreements and consents from governmental agencies, whether federal, state or local; (vii) Except as set forth in Section 7.2(b)(vii) of the Disclosure Schedule, to such counsel's knowledge, there is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or threatened against or involving Seller or any Business Subsidiary, or which questions or challenges the validity of this Agreement will not result in a material violation, breach or default any action taken or to be taken by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, Business Subsidiary pursuant to this Agreement or in connection with the Transac tions other than to contracts or agreements which the parties have deemed to be non-Material Contracts; (viii) no facts have come to the attention of such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers which would lead such counsel to believe that any repre sentation or warranty of Seller and Radiologixcontained herein or in the Disclosure Schedule or any supplement thereto is incorrect or misleading; (ix) Except as set forth in Section 7.2(b)(ix) of the Disclosure Schedule, to such counsel's knowledge, neither Seller (with respect to the Business) nor any Business Subsidiary is subject to any judgment, order or decree which may have an adverse effect on its business practices or on its ability to acquire any property or conduct its business in any area; and (x) Except as set forth in Section 7.2(b)(x) of the Disclosure Schedule, to such counsel's knowledge, no notice, charge, claim, action or assertion has been received by Seller or any Business Subsidiary or has been filed, commenced or threatened against Seller or any Business Subsidiary alleging any violation of any of the foregoing.

Opinion of Seller's Counsel. Buyer Seller shall have received delivered to Purchaser an opinion from of counsel to Seller (who may be in-house counsel) for Seller, dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to BuyerPurchaser's counsel, to substantially the following effecteffect that: (ai) Seller is a limited partnership corporation duly organized, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State Commonwealth of Delaware with full Virginia; the location and character of the properties owned or leased and the business conducted by Seller do not make qualification or licensing as a foreign corporation necessary in any other state or jurisdiction; and Seller has the corporate power and authority to own its properties and to carry on its business as it is now being conducted. Each of Seller ; (ii) This Agreement has been duly executed and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken delivered by Seller and Radiologix constitutes a legal and binding obligation of Seller, enforceable in accordance with its terms except as enforcement of the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to authorize or affecting the enforcement of creditors' rights and by general equity principles; (iii) All instruments of transfer and other documents necessary to effect the transfer to Purchaser of the Purchased Assets have been duly authorized, executed and delivered by Seller and are in proper form to transfer to Purchaser all right, title and interest of Seller in and to the Purchased Assets; (iv) Except as set forth on Schedule 8(g)(v), such counsel does not know of any litigation, proceeding, governmental investigation or claim pending or threatened against or relating to the Business, the Purchased Assets or the transactions contemplated by this Agreement; and (v) The execution and delivery of this Agreement and each the consummation by Seller of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken.transactions contemplated hereby: (bA) The execution, delivery do not and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does will not violate any provision of its limited partnership agreement or the articles of incorporation and bylaws, as the case may be.or bylaws of Seller; (cB) This Agreement do not and each will not violate, or result, with the giving of notice or the Closing Documents lapse of time or both, in a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the creation or imposition of, any lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree known to such counsel to which Seller or Radiologix is a party constitutes a valid or by which it is bound; (C) do not and binding obligation will not constitute an event permitting termination of any lease, agreement, license or instrument known to such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon.which Seller is a party; and (dD) To such counsel’s knowledge, when combined with the consummation execution of the transactions described Bill xx Sale are sufficient to, and do transfer all right, title and interest in this Agreement will not result in a material violation, breach or default by the Purchased Assets from Seller or Radiologix under any material Legal Requirements. In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologixto Purchaser.

Opinion of Seller's Counsel. At Closing, Seller shall deliver to Buyer shall have received an the written opinion from counsel to Seller (who may be in-house or opinions of Seller's counsel) , dated as of the Closing Date and addressed to BuyerDate, in scope and form and substance satisfactory to Buyer, to substantially the following effect: (a1) Seller is a limited partnership liability corporation duly organized, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State The Commonwealth of Delaware Massachusetts with full all requisite corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute enter into and deliver perform this Agreement. (2) This Agreement has been duly executed and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken delivered by Seller and Radiologix such action has been duly authorized by all necessary corporate action. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms subject to authorize bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium and similar laws relating to or affecting creditors' and other obligees' rights generally and the exercise of judicial discretion in accordance with general equitable principles. (3) None of (i) the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken. (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effectAgreement, (ii) limitations on the enforcement consummation of equitable remedies and the Transaction, or (iii) such compliance with the terms and conditions of this Agreement will, with or without the giving of notice or lapse of time or both, conflict with, breach the terms and conditions of, constitute a default under, or violate Seller's articles of incorporation or bylaws, any law, rule, regulation or other qualifications as requirement of any Governmental Authority, or any judgment, decree, order, agreement, lease or other instrument to which Seller is a party or by which Seller, the Station or any of the Seller's assets, including the Purchased Assets, may be bound or affected and of which counsel to the Parties may mutually agree uponhas knowledge. (d4) To such counsel’s 's knowledge, based on a search of court dockets as shall be reasonably satisfactory to Buyer's counsel, no suit, action, claim or proceeding is pending or threatened that questions or may affect the consummation validity of any action to be taken by Seller pursuant to this Agreement or that seeks to enjoin, restrain or prohibit Seller from carrying out the Transaction. (5) To such counsel's knowledge, based on a search of court dockets as shall be reasonably satisfactory to Buyer's counsel, there is no outstanding judgment, or any suit, action, claim or proceeding pending, or any governmental proceeding or investigation in progress (other than proceedings affecting radio broadcasters generally). (6) Seller is the authorized legal holder of the transactions described FCC Licenses, the FCC Licenses are in this Agreement will full force and effect, and the FCC Licenses are not result the subject of any pending license renewal application. The FCC Licenses set forth on Schedule 6.5 constitute all FCC licenses and authorizations issued in connection with the operation of the Station and are the only such licenses and authorizations required for the operation of the Station, as currently operated. There are no applications pending before the Commission with respect to the Station. (7) The Commission has consented to the assignment of the FCC Licenses to Buyer and that consent has become a material violationFinal Order, breach unless the requirement for a Final Order is waived by Buyer. (8) To the best of such counsel's knowledge, there is no Commission investigation, notice of apparent liability or default order of forfeiture, pending or outstanding against the Station, or any complaint, petition to deny or proceeding against or involving the Station pending before the Commission. The foregoing opinions shall be for the benefit of and may be relied on by Seller or Radiologix under any material Legal RequirementsBuyer and Buyer's lenders. In rendering such opinionopinions, such Seller's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers such corporate records of Seller and Radiologixsuch certificates of public officials and officers of Seller.

Opinion of Seller's Counsel. Buyer Citadel and License Sub shall have received an opinion from of counsel to Seller (who may be in-house counsel) for Seller, dated as the date of the Closing Date and addressed to BuyerClosing, in form and substance reasonably satisfactory to BuyerCitadel and License Sub, to substantially the following effecteffect that: (a) Seller is a limited partnership liability company duly formed, validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate Idaho. (b) Seller has the power and authority to carry on own its business as it is now being assets and properties and to conduct the Business and has all necessary approvals, permits, licenses and authorizations to own its properties and to conduct the Business in the manner and in the locations presently owned and conducted. Each of . (c) Seller and Radiologix has full the power and authority to execute and deliver this Agreement and each of the Closing Documents other documents and instruments required to which it is a party be executed or delivered by Seller in connection with the transactions contemplated hereby (collectively with this Agreement, the "Seller Transaction Documents") and to perform its obligations therein. All partnership hereunder and thereunder. (d) Seller has duly authorized, by all necessary corporate proceedings required to be taken by Seller and Radiologix to authorize action, the execution and delivery of this Agreement the Seller Transaction Documents and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly takenthereunder. (be) The execution, delivery and performance of this Agreement and each Each of the Closing Seller Transaction Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation has been duly executed and bylawsdelivered by Seller, as the case may be. (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a legal, valid and binding obligation of such PartySeller, enforceable against Seller or Radiologix in accordance with its termsthe terms thereof, subject, except as to enforcement of remedies, to (i) applicable such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium insolvency or other laws affecting generally the enforceability of creditors’ ' rights generally from time to time in effect, (ii) and by limitations on the enforcement availability of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree uponremedies. (df) To such counsel’s knowledgeNeither the execution and delivery of the Seller Transaction Documents by Seller, nor the consummation of the transactions described contemplated thereby, (i) violates or will violate any provision of the organizational documents of Seller; (ii) to the knowledge of such counsel, violates or will violate any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority; or (iii) to the knowledge of such counsel, violates or will violate or conflicts with or will conflict with or will result in any breach of any of the terms of, or constitutes or will constitute a default under or results in or will result in the termination of or the creation or imposition of any Lien pursuant to the terms of any contract, commitment, agreement, understanding or arrangement of any kind to which Seller is a party or by which Seller or any of the assets of Seller is bound and which is set forth on Seller's Disclosure Schedule. Except for (1) the FCC Approval, (2) compliance with the HSR Act and (3) the consents disclosed on Seller's Disclosure Schedule, no consents, approvals or authorizations of, or filings with, any Governmental Authority or any other Person are required on the part of Seller in connection with the execution and delivery of the Seller Transaction Documents and the consummation of the transactions contemplated thereby. (g) To the knowledge of such counsel, except as disclosed on Seller's Disclosure Schedule, there are no claims, disputes, actions, suits or proceedings pending or threatened against Seller or any of the assets of Seller. Nothing contained in this Agreement will not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinion, Section 12.1 shall require an opinion of such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and Radiologixwith respect to FCC matters.

Opinion of Seller's Counsel. Buyer The Purchaser shall have received an opinion from of counsel to Seller (who may be in-house counsel) for the Sellers and the Company, dated as of the Closing Date and addressed to BuyerDate, in form and substance satisfactory to Buyerthe Purchaser and its counsel, to substantially the following effecteffect that: (ai) Seller is a limited partnership validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix The Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware with full its incorporation, that it has the corporate power to carry on its business as it is now then being conducted. Each , and that to the knowledge of Seller Sellers’ Counsel there is no jurisdiction where the character of its property or nature of its business is such as to make qualification to do business by the Company necessary except as stated in such opinion or set forth in SCHEDULE 3.01 to this Agreement. (ii) The authorized capital stock of the Company is as disclosed in this Agreement and Radiologix has that the shares of capital stock of the Company being delivered by the Sellers pursuant to this Agreement constitute all of the duly issued and outstanding capital stock of the Company, all of which are fully paid and non-assessable. (iii) The Sellers are the record and beneficial owners of the Shares and have full power and authority to transfer, assign and deliver the Shares to the Purchaser as herein provided, and good, legal, valid, marketable and indefeasible title to such Shares will be passed to the Purchaser, and such transfer of ownership will not result in a violation of, or be invalid under, the laws of any state or country, and to the knowledge of Sellers’ Counsel there are no liens, charges or encumbrances on said Company shares or restrictions on transfer thereof that have not been validly released. (iv) All corporate actions (and, as to Sellers, other proceedings involving capacity or fiduciary duty, if any) required to be taken by or on the part of the Sellers and the Company to authorize each of them to carry out this Agreement have been duly and properly taken and this Agreement constitutes a legal, valid and binding obligation of the Sellers and the Company enforceable in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditor’s rights, and (b) equitable principles affecting enforcement of rights or remedies of creditors or relating to or limiting creditors rights generally, which are discretionary with the court. (v) To the knowledge of Sellers’ Counsel, all regulatory consents, authorizations, approvals, orders and filings required by federal law or by the laws of any state or other jurisdiction, in order that Sellers and the Company may lawfully execute and deliver this Agreement and each transfer the Shares and consummate the transactions contemplated hereby, have been obtained or made; to the knowledge of Sellers’ Counsel, there is no action, temporary restraining order, injunction, suit, proceeding, inquiry or SPA Executed.doc investigation at law or in equity, before or by any judicial or administrative court or agency, pending, or to the knowledge of Sellers’ Counsel, threatened against or affecting, or involving the properties or business of, or any securities of, either the Company or, with respect to the Business, any Seller; nor does counsel know of any basis for any such action, temporary restraining order, injunction, suit, proceeding, inquiry or investigation that would adversely affect the transactions contemplated by this Agreement, the ability of the Closing Documents to which it is a party and Sellers or the Company to perform its their respective obligations therein. All partnership under this Agreement or the delivery, validity or enforceability of this Agreement. (vi) The instruments of transfer and corporate proceedings required assignment from the Sellers to Purchaser of the Shares of the Company’s capital stock being transferred hereby to be taken by Seller delivered to the Purchaser on the Closing Date have the effect of conveying to the Purchaser good, legal, valid, marketable and Radiologix indefeasible title to authorize the and ownership of said Shares. (vii) The execution and delivery of this Agreement and each of the Closing Documents agreements delivered pursuant to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken. (b) The execution, delivery and performance of this Agreement do not, and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement contemplated hereby will not result in a material violationnot, (a) violate or conflict with the Articles of Incorporation or Bylaws of the Company, (b) violate, breach or cause a default under the provisions of any mortgage, indenture, lien, lease, will, license, franchise, permit, authorization, concession, agreement, instrument, order, arbitration award, judgment or decree to which the Sellers, the Company or any of them is a party, or by which any of them is bound, nor violate any other restriction of any kind or character of which such counsel has knowledge or to which the Sellers (or any of them), the Company or the Company’s property is subject, or constitute an event that with notice, lapse of time, or both, would result in any such violation, conflict, breach or default, or (c) be a violation by the Company or any Seller of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or Radiologix under award, or constitute an event that with notice, lapse of time, or both, would result in any material Legal Requirementssuch violation. In rendering such opinion, its opinion such counsel may rely upon certificates of governmental officials public officials, Sellers and may place reasonable reliance upon certificates of officers of Seller the Company as to matters of fact, provided that the extent of such reliance is specified in such opinion, and Radiologixprovided that copies of such documents relied upon are delivered to the Purchaser with such opinion.

Opinion of Seller's Counsel. Buyer Acquiror shall have received from Richard Freedman, Esquire, counsel for Sellers, an opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyerxxx Xxxxxxx, in xx form and substance reasonably satisfactory to BuyerAcquiror and its counsel, to substantially the following effecteffect that: (a) Seller is a limited partnership validly existing under the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix KenCom is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware with full New Jersey and has all requisite corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. under the Agreement; (b) All partnership and corporate proceedings required by law or by the provisions of the Agreement to be taken by Seller and Radiologix to authorize KenCom on or before the Closing, in connection with the execution and delivery of this the Agreement and each the consummation of the Closing Documents to which it is a party and to authorize transactions contemplated by the performance of its obligations herein and thereinAgreement, have all been duly and properly validly taken. (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be.; (c) This Agreement Sellers have the requisite power and each authority to deliver and transfer the Capital Stock of KenCom for the consideration set forth in Section 2.1 of the Agreement; (d) Every consent, approval, authorization or order of any court or governmental agency or body that is required for the consummation by KenCom of the transactions contemplated by the Agreement has been obtained or has been waived by Acquiror and will be in effect on the Closing Documents Date; (e) The consummation of the transaction contemplated by the Agreement does not violate or contravene any of the provisions of the Articles of Incorporation, Bylaws of KenCom or any indenture, agreement, statute, judgment or order to which Seller or Radiologix KenCom is a party constitutes a or by which KenCom is bound; and (f) The Agreement has been duly and validly authorized and, when executed and delivered by the Sellers, will be valid and binding obligation of such Party, on the Sellers and enforceable against Seller or Radiologix in accordance with its terms, subject, except as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or limited by bankruptcy and insolvency laws and by other laws affecting creditors’ the rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree uponcreditors generally. (dg) To Each Seller has valid title to the Shares of Capital Stock to be sold by such counsel’s knowledge, the consummation of the transactions described in Seller under this Agreement free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. Upon delivery of and payment for the Shares of Capital Stock, good and clear title to such Shares of Capital Stock will not result in a material violationpass to the Acquiror, breach or default by Seller or Radiologix under any material Legal Requirements. In rendering such opinionfree of all restrictions on transfer, such counsel may rely upon certificates of governmental officials liens, encumbrances, security interests, equities and may place reasonable reliance upon certificates of officers of Seller and Radiologixclaims whatsoever.