Conditions of Obligation Sample Clauses
The "Conditions of Obligation" clause defines the specific requirements or events that must occur before a party is legally required to perform its contractual duties. In practice, this clause might state that a seller is only obligated to deliver goods once payment is received, or that a service provider must begin work only after receiving necessary permits. By clearly outlining these prerequisites, the clause ensures that parties are not bound to act until certain conditions are met, thereby managing risk and preventing disputes over premature or unwarranted performance.
Conditions of Obligation. Your obligation to solicit offers to purchase the Securities in your capacity as agent of the Company and your obligation to purchase Securities as principal pursuant to any Terms Agreement or otherwise and the obligations of purchasers to purchase Securities pursuant to purchase offers solicited by you and accepted by the Company will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of an Agent’s obligation to solicit offers to purchase Securities, at the time of such solicitation, and, in the case of an Agent’s or any other purchaser’s obligation to purchase Securities, at the time the Company accepts the offer to purchase such Securities and at the applicable Settlement Date) and (in each case) to the following additional conditions precedent:
(a) At the Closing Time and at each Settlement Date with respect to any applicable Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received:
(1) The opinion or opinions (including the 10b-5 letter), dated as of such time, of Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, counsel to the Company (which, as appropriate, may rely upon the opinion or opinions of the Company’s General Counsel or Deputy General Counsel), in a form and substance satisfactory to you, to the effect that:
(i) The Company is duly registered as a bank holding company and has duly elected to be a financial holding company under the Bank Holding Company Act of 1956, as amended.
(ii) This Agreement (and, if the opinion is being given pursuant to Section 6(c) hereof on account of the Company having entered into a Terms Agreement, the applicable Terms Agreement) has been duly authorized, executed and delivered by the Company.
(iii) Each of the Indentures has been duly and validly authorized, executed and delivered by the Company and (assuming each such Indenture has been duly authorized, executed and delivered by the applicable Trustee) constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, subject (A) to the effect of bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect ...
Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions:
(i) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, (ii) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus, as applicable.
(b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof the Dealers shall have received:
(1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reaso...
Conditions of Obligation. Your obligation to act as Dealer Manager hereunder will at all times be subject to the conditions that:
Conditions of Obligation. The several obligations of the Underwriters to purchase the Firm Shares and the Additional Shares, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company herein as of the Applicable Time, the Closing Date and any Option Closing Date, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and (in each case) to the following additional conditions precedent:
(a) On the Closing Date, you shall have received:
(1) The opinion (including the disclosure letter), dated as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, in form and substance satisfactory to you, to the effect that:
(i) The Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the General Disclosure Package and the Prospectus.
(ii) This Agreement has been duly authorized, executed and delivered by the Company.
(iii) The Shares have been duly authorized and validly issued and are fully paid and non-assessable.
(iv) The authorized common stock of the Company conforms as to legal matters to the description thereof contained in each of the General Disclosure Package and the Prospectus;
(v) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company under the Federal laws of the United States and the General Corporation Law of the State of Delaware for the issuance, sale and delivery of the Shares by the Company to the Underwriters have been obtained or made.
(vi) The Company is not, and after giving effect to the offering and sale of the Shares and the application of proceeds therefrom will not be, an “investment company” as such term is defined in the 1940 Act.
(vii) Such counsel shall also furnish you with a letter to the effect that, as counsel to the Company, they have reviewed the Registration Statement, the General Disclosure Package and the Prospectus, participated in discussions with your representatives and those of the Company and its accountants and advised the Company as to the requirements of the 1933 Act and the 1933 Act Regulations; between the date of the Prospectus and such Closing Date or Option Closing Date, as the case may be, such counsel participated in further discussi...
Conditions of Obligation. The Dealer Manager’s obligation to act as a dealer manager hereunder shall at all times be subject, in the Dealer Manager’s discretion, to the conditions that:
(a) All representations, warranties and other statements of the City and Authority contained herein are now, and at all times during the Tender/Exchange Program, will be, true and correct.
(b) The City and the Authority at all times during the Tender/Exchange Program shall have performed all of their respective obligations hereunder required to have been performed.
(c) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP (“Bond Counsel”), shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, its opinion, dated the date of the Invitation and in the form attached hereto as Annex B [[OPINION SHOULD COVER FOLLOWING TOPICS]] (i) stating in substance that this Agreement constitutes a valid and binding agreement of the City and the Authority, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “CERTAIN FEDERAL INCOME TAX CONSEQUENCES,” (iii) providing negative assurance on the subsections “Target Bonds Not Tendered for Purchase or Exchange” and “Offers May Be Required to Refund Bonds” under the “ADDITIONAL CONSIDERATIONS” section of the Invitation, and (iv) the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”).
(d) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation, shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealer Manager providing that the Invitation, and the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”).
(e) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the consummation of the Tender/Exchange Program, (ii...
Conditions of Obligation. Your obligation to solicit offers to purchase the Securities in your capacity as agent of the Company and your obligation to purchase Securities as principal pursuant to any Terms Agreement or otherwise and the obligations of purchasers to purchase Securities pursuant to purchase offers solicited by you and accepted by the Company will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of an Agent’s obligation to solicit offers to purchase Securities, at the time of such solicitation, and, in the case of an Agent’s or any other purchaser’s obligation to purchase Securities, at the time the Company accepts the offer to purchase such Securities and at the applicable Settlement Date) and (in each case) to the following additional conditions precedent:
(a) At the Closing Time and at each Settlement Date with respect to any applicable Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received:
(i) The opinion or opinions (including the 10b-5 letter), dated as of such time, of M▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, in a form and substance satisfactory to you, to the effect set forth in Exhibit C hereto.
(ii) The opinion or opinions, dated as of such time, of the General Counsel of the Company, in a form and substance satisfactory to you, to the effect set forth in Exhibit D hereto.
(iii) The opinion or opinions of your counsel, relating to the validity of the Securities, the Indentures, this Agreement, such other matters as the Agent or Agents receiving such opinion may request and the Registration Statement, the General Disclosure Package (if applicable) and the Prospectus.
(b) At the Closing Time and at each Settlement Date with respect to any Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received a certificate of the Chairman, Vice Chairman, President or a Vice President of the Company, dated as of the Closing Time and, if called for by such Terms Agreement, dated as of the Settlement Date for such transaction, in each case, to the effect (i) that there has been no downgrading, nor any notice given of any potential or intended downgrading,...
Conditions of Obligation. The obligation to act as Solicitation Agent hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations, warranties and other statements of the Company contained herein are now, and at all times during the Offer to Exchange will be, true and correct in all material respects.
(b) The Company at all times during the Offer to Exchange shall have performed all of its material obligations hereunder and theretofore required to have been performed.
(c) Legal counsel to the Company acceptable to the Solicitation Agent shall have furnished to the Solicitation Agent, concurrently with the execution of this Agreement, an opinion, dated the date hereof, substantially in the form of Exhibit B hereto.
Conditions of Obligation. 11 SECTION 6. Additional Covenants of the Corporation................................................14 SECTION 7. Indemnification........................................................................16 SECTION 8. Contribution...........................................................................18 SECTION 9. Status of the Dealers..................................................................19 SECTION 10. Representations, Warranties and Agreements to Survive Delivery.........................19 SECTION 11. Termination............................................................................19 SECTION 12. Notices................................................................................20 SECTION 13. Parties................................................................................20 SECTION 14. Sales of Notes Denominated in a Currency other than U.S. Dollars or of Indexed Notes...20
Conditions of Obligation. The obligation of the Dealer Manager hereunder shall at all times be subject, in the Dealer Manager’s discretion, to the conditions that: All representations, warranties and other statements of the District contained herein are now, and at all times during the Tender Offer will be, true and correct. The District at all times during the Tender Offer shall have performed all of its obligations hereunder theretofore required to have been performed. ▇▇▇▇▇▇ Snow LLP (“Bond Counsel”) or other counsel to the District shall furnish to the Dealer Manager, concurrently with the execution of this Agreement, their opinion(s), dated the date of the Invitation, that will be substantially to the effect set forth in Exhibit 1 hereto.
Conditions of Obligation. The obligation to act as Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations, warranties and other statements of the Purchaser contained herein are now, and at all times during the Offers and the Solicitation will be, true and correct in all material respects.
(b) The Purchaser at all times during the Offers and the Solicitation shall have performed all of its material obligations hereunder and theretofore required to have been performed.
(c) Legal counsel to the Purchaser acceptable to the Dealer Manager shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion, dated the date hereof, substantially in the form of Exhibit B hereto.