Opinions of Michael B Sample Clauses

Opinions of Michael B. Milsom, General Counsel for ARS, with respect to mattxxx xxxxx xxxx Xxmmission related matters and of Dow, Lohnes & Albertson, with respect to Commission related matters, daxxx xx of xxx xxxx of Closing and in form and substance satisfactory to Entercom to the effect that: 8.3.7.1 ARS is a corporation duly organized and existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in the State of California and any other jurisdiction where such qualification is required; 8.3.7.2 ARS has the corporate power and authority to execute, deliver and perform this Agreement and to convey, assign, transfer and deliver the Assets pursuant to the terms of this Agreement; 8.3.7.3 All corporate proceedings required to be taken by ARS to authorize ARS to execute, deliver and perform this Agreement and to convey, assign, transfer and deliver to Entercom the Assets hereunder have been duly and properly taken; 8.3.7.4 This Agreement and all documents and instruments executed and delivered hereunder by ARS are the legal, valid and binding obligations of ARS and have been validly executed on behalf of ARS and are valid and enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by application of general equitable principles affecting the enforcement of equitable remedies (including within said equitable remedies, without limitation, the remedy of specific performance). 8.3.7.5 The execution and delivery by ARS of the Agreement and all documents delivered by ARS pursuant to this Agreement and the sale of the Assets to Entercom will not: (i) constitute a violation of the Certificate of Incorporation, as amended, or the Bylaws, as amended, of ARS; (ii) constitute a violation of any statute, judgment, order, decree or regulation of any court, governmental authority or arbitrator applicable or relating to ARS or the Assets; (iii) conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement known to such counsel to which ARS is a party or by which ARS may be bound; or (iv) create any claim, lien, charge or encumbrance on the Station or the Assets pursuant to or as a consequence of any of the foregoing. 8.3.7.6 All o...

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Opinions of Michael B. Milsom, General Counsel for ARS, with respect to matters xxxxx xxxx Xxxxission related matters and of Dow, Lohnes & Albertson, with respect to Commission related matters, datex xx xf txx xxxx xf Closing and in form and substance satisfactory to Entercom to the effect that: 8.3.7.1. ARS and ARS License are corporations duly organized and existing and in good standing under the laws of the State of Delaware and are duly qualified to do business in the State of California and any other jurisdiction where such qualification is required;

Related to Opinions of Michael B

Opinions of Counsel to Loan Parties Lenders shall have received executed copies of one or more favorable written opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Loan Parties and (ii) general counsel to Company, each dated as of the Closing Date and reasonably satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of Lenders may reasonably request (this Agreement constituting a written request by Company to such counsel to deliver such opinions to Lenders).
Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;
Opinions of Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.
Opinions of Counsel to Credit Parties Agents and Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Credit Parties, as to such matters as Administrative Agent or Arrangers may reasonably request, dated as of the Closing Date and in form and substance reasonably satisfactory to Administrative Agent and Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).
Opinions of Counsel Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance satisfactory to the Administrative Agent.
Opinions of Counsel for the Company At Closing Time, the Underwriters shall have received the opinion, dated as of Closing Time, from Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, as to matters set forth in Schedule C hereto.
Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.
Legal Opinions of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.
Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.
Opinions of Borrower’s Counsel Lender shall have received opinions from Borrower’s counsel with respect to non-consolidation and the due execution, authority, enforceability of the Loan Documents and such other matters as Lender may require, including True-Lease Opinions, an opinion with respect to the priority and perfection of the Collateral and all such opinions shall be in form, scope and substance satisfactory to Lender and Lender’s counsel in their reasonable discretion.