Opinions of Seller’s Counsel Clause Samples

Opinions of Seller’s Counsel. Buyer shall have received the opinion or opinions of ▇▇▇▇, Scholer, Fierman, ▇▇▇▇ & Handler, LLP, counsel for Seller, dated the Closing Date, substantially in the form of Exhibit D.

Opinions of Seller’s Counsel. On or prior to the Closing Date, the Purchaser shall have received the opinions of counsel to the Seller, in form and substance satisfactory to the Purchaser, as to the matters the Purchaser has heretofore requested or may reasonably request.

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. Purchaser shall have received the opinions of counsel for Seller reasonably required by Purchaser.

Opinions of Seller’s Counsel. The Purchasers shall have received the written legal opinions of the Sellers’ counsels, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, covering the matters set forth in Exhibits 9.6-1 and 9.6-2, respectively, and dated as of the Closing Date.

Opinions of Seller’s Counsel. Buyer shall have received (a) the written opinion of Seller's counsel, dated as of the Closing Date, that (i) Seller is a corporation duly organized and validly existing under the laws of the State of Indiana, (ii) the execution, delivery and performance of the Agreement and each of the other documents have been duly authorized by all requisite corporate action (including all necessary shareholder approval) on the part of Seller, (iii) the Agreement and each of the other documents have been duly and validly executed and delivered by Seller, and (iv) the execution, delivery and performance by Seller of this Agreement and the Seller Ancillary Documents do not violate or contravene, to counsel's knowledge, any judgment, order, or agreement to which Seller is subject or a party or to which the Assets are bound; and (b) the written opinion of the Seller's FCC counsel, dated as of the Closing Date, that (i) Seller holds the FCC Licenses, each of which is in effect, (ii) the FCC Licenses are not subject to any conditions other than those shown upon their face and those imposed by generally applicable rules and regulations of the FCC, (iii) the FCC has granted the FCC Consent and the FCC Consent is not the subject of any petition for reconsideration, application for review or other similar apparition, and (iv) to the counsel's knowledge, there are no proceedings pending, or threatened by or before the FCC affecting or relating to the Stations or the FCC Licenses.

Opinions of Seller’s Counsel. The Sellers shall deliver (i) an opinion of Todtman, Young, Tunick, Nachamie, Hend▇▇▇ & ▇pizz, P.C. (the "Opinion of Sellers' General Counsel"), (ii) an opinion of Beve▇▇▇▇▇ & ▇iamond , P.C. (the "Opinion of Sellers' Environmental Counsel") and (iii) an opinion of Kay ▇▇▇▇▇▇▇ & ▇oos▇ ▇▇▇ (the "Opinion of Sellers' Trademark Counsel"), each to be provided in form and substance reasonably acceptable to counsel for the Buyer. The foregoing opinions are referred to collectively as the "Opinions of Sellers' Counsel."

Opinions of Seller’s Counsel. The Seller shall deliver at Closing an opinion or opinions of counsel to the Seller addressed to the Purchaser and the Purchaser's lender in substantially the form attached hereto as Exhibit 7.7.

Opinions of Seller’s Counsel. Buyer shall have received an opinion or opinions of Seller’s Counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and Buyer’s Counsel, substantially to the effect that: (a) Each of Sellers is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas, and has full power and authority to enter hereunto and to carry out the Transactions. (b) This Agreement and all deeds, bills of sale and other agreements entered into in connection herewith have been duly executed and delivered by Seller, and are the valid, binding and enforceable obligations of Seller and any successor-in-interest to Seller subject to commercially reasonable qualifications that are reasonably acceptable to Buyer’s Counsel. Such opinion shall also cover such other matters that are incident to the Transactions as Buyer or Buyer’s Counsel may reasonably request.