Opinions of Seller's Counsel. On or prior to the Closing Date, the Depositor shall have received the opinions of counsel to the Seller, in form and substance satisfactory to the Depositor.
Opinions of Seller's Counsel. Buyer shall have received the opinion or opinions of Xxxx, Scholer, Fierman, Xxxx & Handler, LLP, counsel for Seller, dated the Closing Date, substantially in the form of Exhibit D.
Opinions of Seller's Counsel. On or prior to the Closing Date, the Purchaser shall have received the opinions of counsel to the Seller, in form and substance satisfactory to the Purchaser, as to the matters the Purchaser has heretofore requested or may reasonably request.
Opinions of Seller's Counsel. (a) The written opinion of Seller's corporate counsel, dated as of the Closing Date and addressed to Buyers and their lender, that (1) Seller is a corporation duly formed and in good standing in the State of South Carolina; (2) Seller is authorized to sell the Station and the Acquired Assets; (3) all corporate actions necessary to sell the Station and the Acquired Assets pursuant to this Agreement have been duly and properly taken; (4) to the knowledge of counsel, no suit, action or proceeding is pending or threatened that questions or may affect the validity of any action to be taken by Seller pursuant to this Agreement or that seeks to restrain Seller from carrying out the transactions provided for herein; (5) to the knowledge of counsel, there is no outstanding judgment or any suit, action or claim pending, threatened or deemed by counsel to be probable of assertion, or any governmental proceeding or investigation in progress that could reasonably be expected to have a material adverse effect upon the Acquired Assets to be conveyed hereunder or the Station after Closing, and (b) The written opinion of Seller's FCC Counsel, dated as of the Closing Date and addressed to Buyers and their lender, that: (1) Seller holds the FCC Authorizations, each of which is in full force and effect; (2) they are not subject to any conditions other than those shown on the face of the FCC Authorizations or imposed under generally applicable rules of the FCC; (3) the FCC has granted the FCC Order and such order has become a Final Action (unless the condition on finality has been waived by Buyer as permitted herein); and (4) other than proceeding affecting the broadcast industry generally, there are no proceedings pending or, to such counsel's knowledge, threatened by or before the FCC affecting or relating to the Station or the FCC Authorizations;
Opinions of Seller's Counsel. Purchaser shall have received the opinions of counsel for Seller reasonably required by Purchaser.
Opinions of Seller's Counsel. The Purchasers shall have received the written legal opinions of the Sellers’ counsels, Xxxxx Xxxxxxxxxx LLP and Xxxxxxx XxXxxxxxx LLP, covering the matters set forth in Exhibits 9.6-1 and 9.6-2, respectively, and dated as of the Closing Date.
Opinions of Seller's Counsel. Buyer shall have received the opinion or opinions of Kaye, Xxholer, Fierman, Hays & Xandler, LLP, counsel for Seller, dated the Closing Date, substantially in the form of EXHIBIT D.
Opinions of Seller's Counsel. Buyer shall have received (a) the written opinion of Seller's corporate counsel, dated as of the Closing Date, that (i) Seller is a corporation duly formed and in good standing under the laws of the state in which Seller is incorporated, (ii) the execution, delivery and performance of the Agreement and each of the other Documents have been duly authorized by all requisite corporate action (including any necessary shareholder approval) on the part of Seller, (iii) the Agreement and other Documents have been duly and validly executed and delivered by Seller and constitute valid and legally binding obligations enforceable against Seller in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and general principles of equity, and (iv) the execution, delivery and performance by Seller of this Agreement and the other Documents do not violate or contravene, to counsel's knowledge, any judgment, order or agreement to which Seller is subject or a party or to which the Sale Assets are bound; and (b) the written opinion of the Seller's FCC counsel, dated as of the Closing Date, that (i) Seller is licensed of public record with respect to the FCC Licenses, each of which is in full force and effect, (ii) the FCC Licenses are not subject to any conditions other than those shown upon their face, (iii) the FCC has granted the FCC Order and the FCC Order is not being challenged, and (iv) there are no proceedings pending or, to the counsel's knowledge, threatened by or before the FCC affecting or relating to the Station or the FCC Licenses.
Opinions of Seller's Counsel. NBILP shall have received opinions, dated the Closing Date, of O'Sullivan, Graev and Karabell, LLP, legal counsel for Haddington/Chxxx Xxxxxx Partners and Cub Investment, LLC, and of Clanahan, Tanner, Downing & Knowlton, P.C., legal counsel for the other Sellers, substxxxxxxxy ix xxx xxrm of Exhibit D.
Opinions of Seller's Counsel. Buyer shall have received the opinion of (i) Lord, Bissell & Brook, outside counsel for Seller, dated the Closing Date, substantially in the form of Exhibit C which is attached hereto and incorporated herein by reference, and (ii) Xxxxx X. Xxxxxxx, counsel for Seller, dated the Closing Date, substantially in the form of Exhibit D which is attached hereto and incorporated herein by reference.
