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. Delivery of a State of Florida regulatory legal opinion 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 Florida, 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. On or before July 18, 2003, Borrower shall have corrected all of the deficiencies reflected in the written legal opinion of regulatory counsel delivered to Agent on the date hereof and all other deficiencies with respect to any and all Permits and shall have delivered to Agent a written legal opinion of regulatory counsel for Borrowers (and Guarantors, if applicable), such opinion to be in the form attached hereto as Exhibit B and otherwise satisfactory to Agent in its sole and absolute discretion.
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.
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. 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. 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. 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. The Agent shall have received the opinions of Company Regulatory Counsel required to be delivered pursuant Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).
Regulatory Opinion. On or prior to the First Placement Notice Date and on any date which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent the written opinion of Xxxxx, Xxxxxx & XxXxxxxx LLP, counsel for the Company with respect to regulatory matters, or such other regulatory counsel satisfactory to the Agent (“Regulatory Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion letter is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such written opinion for subsequent Representation Dates, Regulatory Counsel may furnish the Agent with a letter to the effect that the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(q) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).
