Common use of Opinions of Seller's Counsel Clause in Contracts

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. Buyer shall have received (a) The the written opinion of Seller's corporate counsel, dated as of the Closing Date and addressed to Buyers and their lenderDate, that (1i) Seller is a corporation limited liability company duly formed and in good standing in under the laws of the State of South Carolina; Delaware and is in good standing and duly qualified to do business under the laws of the State of Florida, (2ii) Seller is the execution, delivery and performance of the Agreement and each of the other Documents have been duly authorized to sell by all requisite action (including any necessary member approval) on the Station part of Seller, and (iii) the Acquired Assets; (3) all corporate actions necessary to sell the Station Agreement and the Acquired Assets pursuant to this Agreement other Documents 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 validly executed and delivered by Seller pursuant and constitute valid and legally binding obligations enforceable against Seller in accordance with their terms, subject to this Agreement or that seeks to restrain Seller from carrying out bankruptcy, insolvency and other laws affecting the transactions provided for hereinenforcement of creditors' rights generally and general principles of equity; (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 the written opinion of Seller's FCC Counselcounsel, dated as of the Closing Date and addressed to Buyers and their lenderDate, that: that (1i) Seller holds the FCC AuthorizationsLicenses, each of which is (A) are in full force and effecteffect and constitute all of the licenses, permits and authorizations required by the FCC for, or used in the operation of, the Station as now operated; and (2B) they are not subject constitute all of the licenses and authorizations issued by the FCC to any conditions other than those shown on Seller for, or in connection with, the face operation of the Station, (ii) all authorizations, approvals and consents of the FCC Authorizations or imposed required under generally applicable rules the Act to permit the assignment of the FCC; (3) the FCC has granted the FCC Order Licenses by Seller to Buyer have been obtained, are in effect, and such order has become a Final Action (unless the condition on finality has have not been waived by Buyer as permitted herein); reversed, stayed, enjoined, set aside, annulled or suspended, and (4iii) other than proceeding affecting the broadcast industry generallyexcept as set forth in Schedule 3.6, there are is no proceedings pending orFCC or judicial order, judgment, decree, notice of apparent liability or order of forfeiture outstanding, and to such counsel's knowledge, threatened no action, suit, notice of apparent liability, order of forfeiture, investigation or other proceeding pending, by or before the FCC or any court of competent jurisdiction against Seller that might result in a revocation, cancellation, suspension, non-renewal, short-term renewal or materially adverse modification of the FCC Licenses, except FCC proceedings generally affecting or relating the television industry (including but not limited to the Station or proceedings which will require modification of all television licenses to accommodate the FCC Authorizations;transition to digital television). Each opinion shall state that Buyer's senior lenders are entitled to rely on the opinion, and may otherwise be subject to customary qualifications and limitations.

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 lenderDate, that (1) Seller is a corporation duly formed and in good standing in the State of South CarolinaMissouri; (2) Seller is authorized to sell the Station Stations and the Acquired Assets; (3) all corporate actions necessary to sell the Station Stations 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 assets to be conveyed hereunder or the Station Stations after Closing, and . (b) The written opinion of Seller's FCC Counsel, dated as of the Closing Date and addressed to Buyers and their lenderDate, that: (1) Seller validly 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 FCCAuthorizations; (3) the FCC has granted the FCC Order and the FCC Renewal Orders and such order has orders each have 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;and