Opinion of Xxxxxxx & Xxxxxx. The Seller shall have received an opinion of Xxxxxxx & Xxxxxx, counsel for Access, dated the Closing Date, in form and substance reasonably satisfactory to the Seller and its counsel to the effect that: (i) the Purchaser is a corporation duly organized and existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease; (ii) Purchaser is qualified to do business in Rhode island and New Jersey; (iii) Purchaser has all requisite corporate power and authority to enter into this Agreement, to purchase the Purchased Assets from Seller, to assume the Assumed Liabilities, to deliver the Access Purchase Securities and to carry out any of the transactions and agreements contemplated hereby; (iv) all corporate and other proceedings required to be taken on the part of the Purchaser to authorize it to enter into this Agreement and to perform its obligations hereunder have been duly and properly taken; (v) this Agreement and the other closing documents have been duly executed and delivered by the Purchaser and constitute the valid and binding obligations of the Purchaser enforceable in accordance with their terms; (vi) the execution, delivery and performance of this Agreement will not violate any provision of law, any order of any court or other agency of government known to such counsel, the corporate charter or By-Laws of the Purchaser, or to such counsel's knowledge, conflict with or result in any breach of the terms of, or constitute a default under, any indenture, agreement, or other instrument to which it is a party or by which it or any of its assets are bound other than as would not have a material adverse effect on Purchaser; (vii) the execution and delivery of this Agreement and consummation of the transactions contemplated by the Agreement do not require any authorization, consent, approval, exemption or other action by or notice to any court, arbitrator, administrative or governmental body pursuant to any law, statute, ordinance, rule or regulation applicable to the Purchaser other than as would not have a material adverse effect on Purchaser; (viii) to such counsel's knowledge, Section 7.7 accurately sets forth the capitalization of Purchaser; (ix) to the best of such counsel's knowledge, the information supplied by Access in the Form S-4 (including documents incorpo...
Opinion of Xxxxxxx & Xxxxxx. At Closing Time, the Lead Manager shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx & Xxxxxx, special tax counsel to the Company, in form and substance satisfactory to counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers to the effect set forth in clause (xx) of Exhibit A hereto and to such further effect as counsel to the International Managers may reasonably request.
