Regulatory Opinion Sample Clauses
Regulatory Opinion. The Purchasers shall have received from Kellxx Xxxx & Xarrxx XXX, regulatory counsel to the Company, an opinion reasonably satisfactory to the Purchasers, or otherwise substantially in the form of Exhibit E attached hereto.
Regulatory Opinion. Buyer shall have received an opinion of counsel acceptable to Buyer to the effect that all required approvals of the Contemplated Transactions have been obtained from state regulatory agencies (other than approvals required by the states of Mississippi, North Carolina, Tennessee, Georgia and Florida).
Regulatory Opinion. Delivery of a State of California state and local regulatory legal opinion in respect of the required Company Authorizations addressed to the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably, dated on or before the Effective Date, from counsel in the State of California, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Company, as appropriate.
Regulatory Opinion. Schedules Schedule 1.1(a) Indebtedness Schedule 1.1(b) Permitted Liens Schedule 1.1(c) State PUC Consents Schedule 2.4 Allocation of Purchase Price Schedule 3.2 Capitalization; Ownership Schedule 3.3 Organization; Subsidiaries Schedule 3.4 No Conflicts; Consents and Approvals Schedule 3.5 Real Property; Network and Condition of Assets Schedule 3.6 Intellectual Property Schedule 3.7 Financial Statements; Absence of Undisclosed Liabilities Schedule 3.8 Material Adverse Change Schedule 3.9 Tax Matters Schedule 3.10 Litigation Schedule 3.11 Employee Benefits Schedule 3.12 Material Contracts Schedule 3.13 Communications Licenses Schedule 3.15 Employees Schedule 3.16 Environmental Schedule 3.17 Compliance with Laws; Licenses Schedule 3.18 Absence of Change Schedule 3.19 Transactions with Affiliates Schedule 3.20 Insurance Schedule 3.21 Customers Schedule 3.22 Construction-in-Progress Schedule 3.23 T1 Loops Schedule 3.24 Circuit Leases Schedule 5.3 Operation of Business Prior to Closing Schedule 5.20 Cooperation in Transition Schedule 6.5 Consents MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into as of the 6th day of February, 2006 between Citizens Communications Company, a Delaware corporation ("Parent"), CU Capital LLC, a Delaware limited liability company ("CU Capital" and collectively with Parent, "Sellers"), and Integra Telecom Holdings, Inc., an Oregon corporation ("Purchaser").
Regulatory Opinion. THI shall have received an opinion of counsel acceptable to THI to the effect that all required approvals of the Contemplated Transactions have been obtained from state regulatory agencies (other than approvals required by the states of Mississippi, North Carolina, Tennessee, Georgia and Florida).
Regulatory Opinion. Buyer shall have received a legal opinion from Latham & Watkins, regulatory counsel to Seller, dated as of the Closixx Xxxe, xxxx xxspect to the Company FCC Authorizations and related matters in the form of Exhibit C.
Regulatory Opinion. The Company shall have delivered to Parent an opinion of regulatory counsel to the Company, dated the Closing Date, substantially in the form of Exhibit J hereto.
Regulatory Opinion. Delivery of state regulatory legal opinions addressed to the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably, dated on or before the Effective Date, from counsel in the designated jurisdictions where the Company has material operations, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Company, as appropriate.
Regulatory Opinion. Parent shall have delivered an opinion of regulatory counsel to Parent, dated the Closing Date, substantially in the form of Exhibit J hereto.
Regulatory Opinion. Prior to the Closing, Hymax, Xxelxx & XcNaxxxx, X.C. special regulatory advisor for the Company will deliver its legal opinion to the Placement Agent reasonably satisfactory to the Placement Agent and counsel to the Placement Agent. Such opinion shall state that each of the Purchasers may rely thereon as though it were addressed directly to such Purchaser.