FairPoint Communications 2005 Annual Report Download - page 178

(i) all other documents, certificates, instruments or writings required to be delivered by SICC or the Shareholders at or prior to Closing under
this Agreement or any Related Agreement and such other instruments and certificates as may be reasonably requested by the Buyer.
4.3 Opinion of Counsel. Buyer shall have received the favorable written opinions dated the Closing Date of: (a) counsels for each of the
Shareholders; and, (b) counsel for SICC with respect to FCC and related matters, substantially in the forms attached hereto as Schedules 4.3(a) and 4.3(b),
respectively.
4.4 Regulatory Matters; Consents.
(a) The FCC and, if required by law the ICC, shall have approved the consummation of the transactions contemplated hereby and such
approvals shall (i) be free of any terms, conditions or restrictions that are reasonably unacceptable to Buyer, and (ii) have become Final Orders and shall
remain in full force and effect.
(b) The approval of any other Governmental Authority and receipt of the Consents required for the consummation of the transactions
contemplated hereby shall have been obtained free of any terms, conditions or restrictions that are reasonably unacceptable to Buyer and remain in full force
and effect and all applicable waiting periods under the HSR Act shall have expired or been terminated.
4.5 Litigation. There shall not be in effect any order, injunction or decree at law or in equity or by or before any governmental or
administrative instrumentality or other agency of competent authority, or before any court or similar tribunal of competent authority, which enjoins, prohibits
or restrains the consummation or performance, as the case may be, of this Agreement, the Related Agreements, the Closing or any action taken or to be taken
pursuant to this Agreement.
4.6 Properties. Buyer shall have received, if requested by Buyer and, except as provided in Section 6.20, at its sole expense, title insurance
and surveys in form and substance reasonably satisfactory to Buyer on all real property owned by SICC and the Subsidiaries. Buyer shall have received, if
requested by Buyer and, except as provided in Section 6.20, at its sole expense, Phase I environmental assessments in form and substance reasonably
satisfactory to Buyer on all real property owned or leased by SICC and the Subsidiaries. If Buyer determines to obtain title insurance, surveys and/or Phase I
environmental assessments, Buyer agrees it shall order the same within ten (10) days after the execution of this Agreement and shall arrange to have all of the
same delivered to and reviewed by Buyer no later than forty-five (45) days after the execution of this Agreement; provided, however, that the results of any of
the foregoing shall have no effect on the Closing unless, and then only to the extent, they evidence a breach of the warranties and representations of SICC
and/or the Shareholders under this Agreement. If for any reason Closing does not occur hereunder, Buyer agrees to provide to the Shareholders, at no expense
to SICC or the Shareholders, copies of any Phase I Environmental Assessments obtained hereunder.
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