FairPoint Communications 2005 Annual Report Download - page 180

ARTICLE 5
THE SHAREHOLDERS’ CONDITIONS OF CLOSING
The Shareholders’ obligations hereunder shall be subject to Buyer’s compliance with its agreements herein contained and to the fulfillment to the
satisfaction of or waiver in writing by at least four (4) of the Shareholders on or before the Closing Date of the following conditions:
5.1 Certificate. The representations and warranties of Buyer contained in Article III of this Agreement shall be true and correct in all material
respects with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; Buyer shall have
performed and complied with all agreements, covenants and conditions contained herein that are required to be performed or complied with by it on or before
the Closing Date; and, on the Closing Date one or more certificates to such effect executed by the Executive Vice President of Buyer shall be delivered to the
Shareholders.
5.2 Delivery of Documents. Buyer shall have executed and delivered to the Shareholders (or shall have caused to be executed and so delivered
by the appropriate Persons) the following:
(a) A certificate issued by the Secretary of State of Delaware certifying that Buyer is validly existing in such state;
(b) The Escrow Agreement, executed by Buyer.
(c) All other documents, certificates, instruments or writings required to be delivered by Buyer 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 Shareholders.
5.3 Opinion of Counsel. The Shareholders shall have received the favorable written opinion of counsel to Buyer dated as of the Closing Date,
substantially in the form attached hereto as Schedule 5.3.
5.4 Regulatory Matters; Third Party Contracts.
(a) The FCC and, if required by law the ICC, shall have approved the consummation of the transactions contemplated hereby and such
approvals shall have become Final Orders and remain in full force and effect.
(b) The approval of any other Governmental Authority and the receipt of the Consents required for the consummation of the transactions
contemplated hereby shall have been obtained and all applicable waiting periods under the HSR Act shall have expired or been terminated.
5.5 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.
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