Opinion of the Purchaser's Counsel. The receipt by Seller of an opinion of counsel to the Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to the Seller.
Opinion of the Purchaser's Counsel. The Seller shall have -------------------------------------- received an opinion of the Purchaser's counsel dated the Closing Date, in the form of Exhibit 8.6 hereto.
Opinion of the Purchaser's Counsel. The Sellers shall have received from Kirkxxxx & Xllix, xxecial counsel to the Purchaser, an opinion with respect to the matters set forth in Exhibit D attached hereto, which shall be addressed to the Sellers and dated as of the Closing Date.
Opinion of the Purchaser's Counsel. The Purchaser shall have furnished the Seller with an opinion, dated the date of Closing, of Gray, Xxyton, Kersh, Solomon, Sigmon, Furr & Xmitx, X.A., counsel for the Purchaser and AASI, in form and substance satisfactory to the Seller and its counsel, to the effect that: (i) the Purchaser and AASI are corporations duly organized, validly existing and in good standing under the laws of Arizona and Delaware respectively and has all requisite power and authority to execute and deliver this Agreement and to perform their obligations under this Agreement; (ii) all corporate or other proceedings required by law, the Articles of Incorporation and By-laws of Purchaser and AASI or by the provisions of this Agreement to be taken by the Purchaser and AASI on or before the date of Closing, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transaction contemplated by this Agreement, have been duly and validly taken; and (iii) the Purchaser and AASI have the legal power and authority to consummate this transaction.
Opinion of the Purchaser's Counsel. The Sellers shall have received an opinion, dated the Closing Date, of White & Case, to the effect set forth in Exhibit D attached hereto.
Opinion of the Purchaser's Counsel. The Sellers shall have received an opinion of Eckexx Xxxmxxx Xxxxxx & Xellxxx, XXC, counsel for the Purchaser, dated the Closing Date, in form and substance satisfactory to the Sellers, to the effect that:
(a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
(b) This Agreement, together with all other documents and instruments required to be executed or delivered by the Purchaser in connection with the transactions contemplated hereby and thereby each has been duly authorized, executed and delivered by the Purchaser to the extent the Purchaser is a party thereto and constitutes a valid and legally binding obligation of the Purchaser to the extent the Purchaser is a party thereto, enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights and by limitations on the availability of equitable remedies.
(c) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates or will violate any provision of the Certificate of Incorporation or Bylaws of the Purchaser or, to the knowledge of such counsel, any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority, or, to the knowledge of such counsel after due investigation, 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 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 the Purchaser is a party or by which the Purchaser or any of the assets of the Purchaser is bound. Nothing contained in this Section 10.1 shall require an opinion by such counsel with respect to FCC matters.
Opinion of the Purchaser's Counsel. The Sellers shall have received an opinion of O'Suxxxxxx Xxxev & Karabell, LLP, counsel for the Purchaser, dated the Closing Date substantially in the form of EXHIBIT I hereto.
Opinion of the Purchaser's Counsel. The Seller shall have received the opinion, dated the Closing Date, of the Purchaser's Counsel, substantially in the form annexed hereto as Exhibit B ("Purchaser's Opinion of Counsel").
Opinion of the Purchaser's Counsel. The Sellers shall have received the written legal opinion of Xxxxxxx Xxxxxxxx Xxxxxx LLP, in the form attached as Exhibit 10.5 and dated as of the Closing Date.
Opinion of the Purchaser's Counsel. The Company shall have ---------------------------------- received from Sidley & Austin, counsel for the Purchaser, a favorable opinion dated the Closing Date substantially in the form of Annex 6.2(d) hereto. ------------
