at the Time of Delivery. In addition, the Company agrees promptly to reimburse the Independent Underwriter for all out of pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with this Agreement and the services to be rendered hereunder.
at the Time of Delivery the Representatives shall have received: (1) The favorable opinion, dated as of the Time of Delivery, of Xxxxx, Xxxxx & Xxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, to the effect that: (i) the Company is a corporation in good standing, duly organized and validly existing under the laws of the State of Illinois and has due corporate authority to carry on the business in which it is engaged and to own and operate the properties used by it in such business; (ii) the Indenture is in due and proper form, has been duly and validly authorized by the necessary corporate action and by orders duly entered by the Illinois Commerce Commission; no authorization, approval, consent, certificate or order of any other state commission or regulatory authority or of any federal commission or regulatory authority not already obtained is required in respect of the execution and delivery of the Indenture; and the Indenture has been duly and validly executed and delivered and is a valid and enforceable instrument in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other laws of general application affecting the enforcement of creditors' rights and by general equity principles; (iii) the Bonds are in due and proper form; the issue and sale of the Bonds by the Company in accordance with the terms of the Underwriting Agreement have been duly and validly authorized by the necessary corporate action and by order duly entered by the Illinois Commerce Commission; no authorization, approval, consent, certificate or order of any other state commission or regulatory authority or of any federal commission or regulatory authority not already obtained is required in respect of such issue and sale (except such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Bonds by the Underwriters); the Bonds have been duly executed and delivered to the Underwriters against payment of the agreed consideration therefor and, assuming due authentication thereof by the Trustee, constitute valid and enforceable obligations of the Company in accordance with their terms, secured by the lien of and, with like exception as noted in the foregoing subdivision (ii), entitled to the benefits provided by the Indenture, and the registered owners of the Bonds will be entitl...
