Common use of Xxxxxxxxxxx X Clause in Contracts

Xxxxxxxxxxx X. Xxxxxxx, General Counsel of the Company, shall have furnished to the Initial Purchaser his written opinion, as General Counsel to the Company, addressed to the Initial Purchaser and dated such Delivery Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that: (i) Other than as set forth in the Prospectus, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (ii) To such counsel's knowledge, the Company and each of its subsidiaries have good and marketable title to all property (real and personal) described in the Offering Memorandum as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Offering Memorandum or, to the extent that any such liens, claims, security interests or other encumbrances would not have a Material Adverse Effect (individually or in the aggregate) and all the material property described in the Offering Memorandum as being held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases, with only such exceptions as would not have a Material Adverse Effect (individually or in the aggregate); (iii) To such counsel's knowledge and except as otherwise disclosed in the Offering Memorandum, except (1) as described in the Offering Memorandum, (2) as provided in the Registration Rights Agreement, (3) in respect of the obligation to deliver freely "tradable shares" to the sellers in connection with the acquisition of the ILEX Systems, Inc. business and (4) other than the Registration Rights Agreement, dated December 11, 1998, among the L-3 Communications Corporation and the parties named therein; there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include such person's securities in the securities registered pursuant to Registration Statement; (iv) To such counsel's knowledge and except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental proceedings pending or threatened, against the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, are reasonably likely to cause a Material Adverse Effect; and (v) None of the issue and sale of the Notes and Guarantees being delivered on such Delivery Date by the Company and the Guarantors and the compliance by the Company and the Guarantors, as applicable, with all of the provisions of this Agreement and the consummation of the transactions contemplated hereby requires any consent, approval, authorization or other order of, or registration or filing with, any federal court, federal regulatory body, federal administrative agency or other federal governmental official having authority over government procurement matters (provided, that the opinion contained in this paragraph (v) may be delivered by other counsel reasonably satisfactory to the Initial Purchaser).

Xxxxxxxxxxx X. Xxxxxxx, General Counsel of the Company, shall have furnished to the Initial Purchaser Representatives his written opinion, as General Counsel to the Company, addressed to the Initial Purchaser Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Initial PurchaserRepresentatives, to the effect that: (i) Other than as set forth in the Prospectus, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (ii) To such counsel's knowledge, the Company and each of its subsidiaries have good and marketable title to all property (real and personal) described in the Offering Memorandum Prospectus as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Offering Memorandum Prospectus or, to the extent that any such liens, claims, security interests or other encumbrances would not have a Material Adverse Effect (individually or in the aggregate) and all the material property described in the Offering Memorandum Prospectus as being held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases, with only such exceptions as would not have a Material Adverse Effect (individually or in the aggregate); (iii) To such counsel's knowledge and except as otherwise disclosed in the Offering Memorandum, except (1) as described in the Offering Memorandum, (2) as provided in the Registration Rights Agreement, (3) in respect of the obligation to deliver freely "tradable shares" to the sellers in connection with the acquisition of the ILEX Systems, Inc. business and (4) other than the Registration Rights Agreement, dated December 11, 1998, among the L-3 Communications Corporation and the parties named therein; there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include such person's securities in the securities registered pursuant to Registration Statement; (iv) To such counsel's knowledge and except as otherwise disclosed in the Offering MemorandumProspectus, there are no legal or governmental proceedings pending or threatened, against the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, are reasonably likely to cause a Material Adverse Effect; (iv) To such counsel's knowledge and except as otherwise disclosed in the Prospectus there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include such person's securities in the securities registered pursuant to the Registration Statement, and all such rights have been waived in a manner consistent with the terms under which they were granted; and (v) None of the issue and sale of the Notes and Guarantees shares of Stock being delivered on such Delivery Date by the Company and the Guarantors and the compliance by the Company and the Guarantors, as applicable, Significant Subsidiary with all of the provisions of this Agreement and the consummation of the transactions contemplated hereby requires any consent, approval, authorization or other order ofof , or registration or filing with, any federal court, federal regulatory body, federal administrative agency or other federal governmental official having authority over government procurement matters (provided, that the opinion contained in this paragraph (v) may be delivered by other counsel reasonably satisfactory to the Initial PurchaserRepresentatives).

Xxxxxxxxxxx X. Xxxxxxx, General Counsel of the Company, shall have furnished to the Initial Purchaser Purchasers his written opinion, as General Counsel to the Company, addressed to the Initial Purchaser Purchasers and dated such Delivery Date, in form and substance reasonably satisfactory to the Initial PurchaserPurchasers, to the effect that: (i) Other than as set forth in the ProspectusOffering Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (ii) To such counsel's knowledge, the Company and each of its subsidiaries have good and marketable title to all property (real and personal) described in the Offering Memorandum as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Offering Memorandum or, to the extent that any such liens, claims, security interests or other encumbrances would not have a Material Adverse Effect (individually or in the aggregate) and all the material property described in the Offering Memorandum as being held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases, with only such exceptions as would not have a Material Adverse Effect (individually or in the aggregate); (iii) To such counsel's knowledge and except as (1) otherwise disclosed in the Offering Memorandum, except (1) as described Memorandum or in the Offering Memorandumdocuments incorporated therein by reference, and (2) as provided in the Registration Rights Agreement, (3) in respect of the obligation to deliver freely "tradable shares" to the sellers in connection with the acquisition of the ILEX Systems, Inc. business and (4) other than the Registration Rights Agreement, dated December 11, 1998, among the L-3 Communications Corporation and the parties named therein; there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include such person's securities in the securities registered pursuant to Registration Statement; (iv) To such counsel's knowledge and except as otherwise disclosed or incorporated by reference in the Offering Memorandum, there are no legal or governmental proceedings pending or threatened, against the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, are reasonably likely to cause a Material Adverse Effect; and (v) None of the issue and sale of the Notes CODES and Guarantees being delivered on such Delivery Date by the Company and the Guarantors and the compliance by the Company and the Guarantors, as applicable, with all of the provisions of this Agreement and the consummation of the transactions contemplated hereby requires any consent, approval, authorization or other order of, or registration or filing with, any federal court, federal regulatory body, federal administrative agency or other federal governmental official having authority over government procurement matters (provided, that the opinion contained in this paragraph (v) may be delivered by other counsel reasonably satisfactory to the Initial PurchaserPurchasers).

Xxxxxxxxxxx X. Xxxxxxx, General Counsel of the Company, shall have furnished to the Initial Purchaser Representatives his written opinion, as General Counsel to the Company, addressed to the Initial Purchaser U.S. Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Initial PurchaserRepresentatives, to the effect that: (i) Other than as set forth in the Prospectus, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (ii) To such counsel's knowledge, the Company and each of its subsidiaries have good and marketable title to all property (real and personal) described in the Offering Memorandum Prospectus as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Offering Memorandum Prospectus or, to the extent that any such liens, claims, security interests or other encumbrances would not have a Material Adverse Effect (individually or in the aggregate) and all the material property described in the Offering Memorandum Prospectus as being held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases, with only such exceptions as would not have a Material Adverse Effect (individually or in the aggregate); (iii) To such counsel's knowledge and except as otherwise disclosed in the Offering Memorandum, except (1) as described in the Offering Memorandum, (2) as provided in the Registration Rights Agreement, (3) in respect of the obligation to deliver freely "tradable shares" to the sellers in connection with the acquisition of the ILEX Systems, Inc. business and (4) other than the Registration Rights Agreement, dated December 11, 1998, among the L-3 Communications Corporation and the parties named therein; there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include such person's securities in the securities registered pursuant to Registration Statement; (iv) To such counsel's knowledge and except as otherwise disclosed in the Offering MemorandumProspectus, there are no legal or governmental proceedings pending or threatened, against the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, are reasonably likely to cause a Material Adverse Effect; and; (iv) To such counsel's knowledge and except as otherwise disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include such person's securities in the securities registered pursuant to the Registration Statement; (v) None of the issue and sale of the Notes and Guarantees shares of Stock being delivered on such Delivery Date by the Company and the Guarantors and the compliance by the Company and the Guarantors, as applicable, Significant Subsidiary with all of the provisions of this Agreement and the International Underwriting Agreement and the consummation of the transactions contemplated hereby and thereby requires any consent, approval, authorization or other order ofof , or registration or filing with, any federal court, federal regulatory body, federal administrative agency or other federal governmental official having authority over government procurement matters (provided, that the opinion contained in this paragraph (v) may be delivered by other counsel reasonably satisfactory to the Initial PurchaserRepresentatives).