Opinions of Counsel for Seller. Vedder, Price, Xxxxxxx & Kammholz, P.C., counsel for Seller, shall have delivered to Buyer a written opinion, dated the Closing Date, in the form of Exhibit C hereto with only such changes as shall be in form and substance reasonably satisfactory to the Buyer and its counsel.
Opinions of Counsel for Seller. Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP, xxxxxxl for Seller, shall have delivered to Buyer a written opinion, dated the Closing Date, in the form of Exhibit D hereto with only such changes as shall be in form and substance reasonably satisfactory to the Buyer and its counsel.
Opinions of Counsel for Seller. (a) The Purchaser shall have received an opinion of Shereff, Friedman, Xxxxxxx & Xxxxxxx, LLP, counsel for the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser and its counsel, to the effect that: (i) the Seller is a corporation duly organized and validly existing and in good standing under the laws 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) the Seller has all requisite corporate power and authority to enter into this Agreement, to sell, convey, assign, transfer and deliver the Purchased Assets to the Purchaser as provided in this Agreement and to carry out any other transactions and agreements contemplated hereby; (iii) the instruments of transfer and assignment delivered by the Seller to the Purchaser are adequate to convey all rights of the Seller in the Purchased Assets to Access in accordance with their terms; (iv) to such counsel's knowledge, Section 6.22 accurately sets forth the capitalization of Seller; (v) all corporate and other proceedings required to be taken by or on the part of the Seller to authorize the Seller to carry out this Agreement and for the Seller to sell, convey, assign, transfer and deliver the Purchased Assets and enter into and perform its obligations under any other closing documents have been duly and properly taken including any necessary approval by the stockholders of the Seller of the transactions contemplated by this Agreement; (vi) this Agreement and the instruments of transfer and other closing documents have been duly executed and delivered by the Seller and constitute valid and binding obligations of the Seller enforceable in accordance with their terms; (vii) the execution, delivery and performance of this Agreement will not contravene any applicable provision of law, any order of any court or other agency of government known to such counsel, the Certificate of Incorporation or By-Laws of the Seller; 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 is bound other than as would not have a material adverse effect on the Business of Seller; (viii) the execution and delivery of the Agreement and the consummation of the transactions contemplat...
Opinions of Counsel for Seller. ART shall have received opinions ------------------------------ addressed to it and dated the Closing Date of counsel and FCC counsel for Seller, reasonably satisfactory to ART and its counsel.
Opinions of Counsel for Seller. Counsel for Seller, shall have delivered to Purchaser a written opinion, dated the Closing Date, in the form of [Exhibit A] hereto with only such changes as shall be in form and substance reasonably satisfactory to the Purchaser and its counsel.
Opinions of Counsel for Seller. Seller's in-house counsel shall ------------------------------ have delivered to Purchaser a written opinion, dated the date of Closing, in form and substance reasonably satisfactory to the Purchaser's counsel, but subject to customary assumptions and qualifications, to the effect that:
Opinions of Counsel for Seller. Johnson, Grusin, Kee and Surprise, P.C., counsel for Seller, shall have delivered to Purchaser a written opinion, dated the Closing Date, in the form of Exhibit F hereto with only such changes as shall be in form and substance reasonably satisfactory to the Purchaser and its counsel.
Opinions of Counsel for Seller. Seller shall have caused its counsel to deliver to Buyer written legal opinions in the form set forth on Exhibit 10.06 hereto, which opinions shall be dated as of the Closing Date.
Opinions of Counsel for Seller. Orbital shall have received from (i) Fried, Frank, Harris, Shrixxx & Xacoxxxx, xxunsel for Seller, a legal opinion, dated the Closing Date, in both form and substance reasonably acceptable to Orbital as to the matters addressed in Item 3, clauses (ii), (iii) and (iv) (other than as applied to Colorado law) of Item 5, and Item 6 (as it applies to federal and New York law) of Exhibit 6.2.2, (ii) Sherxxx & Xowaxx X.X.C., counsel for Seller, a legal opinion, dated the Closing Date, in both form and substance reasonably acceptable to Orbital as to the matters addressed in Item 1, Item 2, clauses (i) and (iv) (as to Colorado law) of Item 5 and Item 6 (as it applies to Colorado law) of Exhibit 6.2.2, and (iii) Michxxx X. Xxxxxx, Xxneral Counsel of Seller, a legal opinion, dated the Closing Date, in both form and substance reasonably acceptable to Orbital as to the matters addressed in Items 1, 4, 7 and 8 of Exhibit 6.2.2
Opinions of Counsel for Seller. Xxxx, Purchaser and Licensee shall have received opinions from Xxxxxx & Xxxxxx, counsel to Seller, and from Xxxxxx Xxxxx, special FCC counsel to Seller, dated as of the Closing Date, in substantially the forms attached hereto as Exhibits C and D, respectively.
