Conditions of the Agents’ Obligations Sample Clauses
The "Conditions of the Agents’ Obligations" clause defines the specific requirements that must be satisfied before the agents are legally required to perform their duties under the agreement. Typically, these conditions may include the fulfillment of certain representations and warranties, the delivery of necessary documents, or the occurrence of specific events, such as regulatory approvals or the absence of material adverse changes. By clearly outlining these prerequisites, the clause ensures that agents are not obligated to proceed unless all agreed-upon conditions are met, thereby protecting them from undue risk and ensuring that all parties are prepared for the transaction to move forward.
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Conditions of the Agents’ Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject, in its discretion, to the continuing accuracy and completeness of the representations and warranties of the Company contained in this Agreement or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:
Conditions of the Agents’ Obligations. The Agent's obligations to act as agent of the Company hereunder and to find purchasers for the Securities shall be subject to the accuracy, as of the Closing Date, of the representations and warranties on the part of the Company herein contained, to the fulfillment of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions:
9.1 Counsel to the Agent shall not have objected in writing or shall not have failed to give his consent to the Offering Documents (which objection or failure to give consent shall not have been done unreasonably).
9.2 The Agent shall not have disclosed to the Company that the Offering Documents, or any amendment thereof or supplement thereto, contains an untrue statement of fact, which, in the opinion of counsel to the Agent, is material, or omits to state a fact, which, in the opinion of such counsel, is material and is required to be stated therein, or is necessary to make the statements therein, under the circumstances in which they were made, not misleading.
9.3 Between the date hereof and the Closing Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or any other cause of such character as would materially adversely affect its business or property considered as an entire entity, whether or not such loss is covered by insurance.
9.4 Between the date hereof and the Closing Date, there shall be no litigation instituted or threatened against the Company, and there shall be no proceeding instituted or threatened against the Company before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, license, permits, operations or financial condition or income of the Company considered as an entity.
9.5 Except as contemplated herein or as set forth in the Offering Documents, during the period subsequent to the most recent financial statements contained in the Offering Documents, if any, and prior to the Closing Date, the Company (i) shall have conducted its business in the usual and ordinary manner as the same is being conducted as of the date hereof and (ii) except in the ordinary course of business, the Company shall not have incurred any liabilities or obligations (direct or contingent) or disposed of any assets, or entered into any material t...
Conditions of the Agents’ Obligations. The Agents’ obligations to solicit purchases on an agency basis for the Shares or otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions:
(a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevant Time of Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date:
(i) The representations, warranties and agreements on the part of the Carvana Parties herein contained or contained in any certificate of an officer or officers, general partner, managing member or other authorized representative of the Carvana Parties or any subsidiary of the Carvana Parties delivered pursuant to the provisions hereof shall be true and correct in all respects.
(ii) Each of the Carvana Parties shall have performed and observed its covenants and other obligations hereunder and/or under any Terms Agreement, as the case may be, in all material respects.
(iii) In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the Class A Common Stock on the Exchange shall not have been suspended.
(iv) From the date of this Agreement, no event or condition of a type described in Section 3(e) hereof shall have occurred or shall exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment or supplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Agents makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement, any Permitted Free Writing Prospectus and the Prospectus.
(v) Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to execution of the applicable Terms Agreement, (A) no downgrading shall have occurred in the rating accorded any debt se...
Conditions of the Agents’ Obligations. The several obligations of the Agents hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein on and as of the Closing Date as if made on and as of the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of their obligations hereunder at or prior to the Closing Date and to the following additional conditions:
(a) The Final Supplement shall have been filed with the Reviewing Authority and the other Qualifying Authorities under the Shelf Procedures; and no order suspending the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) At the Closing Date, each Agent shall have received a signed opinion of Osler, ▇▇▇▇▇▇ & Harcourt LLP, Canadian counsel for the Agents, dated as of the Closing Date, with respect to such customary matters as the Agents may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Provinces of Ontario, Quebec and Alberta and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Agents and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters.
(c) At the Closing Date, each Agent shall have received a signed opinion of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Agents and their counsel. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Provinces of Ontario and Quebec and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Agents. Such counsel may also state that, ...
Conditions of the Agents’ Obligations. The obligations of each Agent hereunder are subject to (i) the accuracy of the representations and warranties of the Company and the Operating Partnership on the date hereof, on each Representation Date and as of each Time of Sale and Settlement Date, (ii) the performance by the Company and the Operating Partnership of their obligations hereunder and (iii) the following additional conditions:
Conditions of the Agents’ Obligations. The Agent's obligations to act as agent of the Company hereunder and to find purchasers for the Securities shall be subject to the accuracy, as of the Closing Date, of the representations and warranties on the part of the Company herein contained, to the fulfillment of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions:
Conditions of the Agents’ Obligations. The obligation of the Agents, as the agents of the Company, under this Agreement to solicit offers to purchase the Notes, the obligation of any person who has agreed to purchase Notes to make payment for and take delivery of the Notes, and the obligation of any Agent to purchase the Notes pursuant to any Purchase Agreement, is subject to the accuracy, on each Representation Date, of the representations and warranties of the Company contained in this Agreement, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions of this Agreement, to the performance by the Company of its obligations under this Agreement and to each of the following additional terms and conditions:
(a) The Prospectus as amended or supplemented (including the Pricing Supplement) with respect to the Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Rules and Regulations and in accordance with Section 3(a) and 3(k); no stop order suspending the effectiveness of the Registration Statement or any part thereof nor any order directed to any document incorporated by reference in any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or any Prospectus or otherwise shall have been complied with. No order suspending the sale of the Notes in any jurisdiction designated by the Agents pursuant to Section 3(h) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened.
(b) No Agent shall have discovered and disclosed to the Company that the Registration Statement or any Prospectus or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
(c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, each Purchase Agreement, if any, the Indenture, the Notes, the Registration Statement and each Prospectus, and all other legal matters relating to this Agreement and each Purchase Agreement, if an...
Conditions of the Agents’ Obligations. The Agents accept their obligations herein set forth, upon the terms and conditions hereof, including the following, to all of which FMS-WM agrees and to all of which the rights hereunder of the holders from time to time of the Notes shall be subject:
Conditions of the Agents’ Obligations. Except as may be waived by ------------------------------------- the Agents, the obligations of the Agents as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof and as of the Closing Date, to the performance by the Company and the Bank of their obligations hereunder and to the following conditions:
(a) At the Closing Date, the Agents shall receive the favorable opinion of Reinhart, Boerner, Van Dewren, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.C., special counsel for the Company and the Bank, dated the Closing Date, addressed to the Agents with respect to the treatment under applicable law of the Bank's past and present practice concerning the changing of interest on loans and recent corrective actions with respect thereto, in form and substance reasonably satisfactory to counsel for the Agents and also to the effect that:
(i) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of Delaware; the Bank has been organized and is validly existing as a mutual savings bank under the laws of the United States; upon consummation of Conversion, the Bank will be duly organized and validly existing as a federal stock savings bank; each of the Company and the Bank has, and the converted Bank will have, full power and authority to own its properties and conduct its business as described in the Prospectus;
(ii) each of the Company and the Bank has been duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, unless the failure to be so qualified or in good standing in one or more of such jurisdictions would not have any material adverse effect on the Company and the Bank, taken as a whole;
(iii) the Bank is a member of the FHLB of Cincinnati, the deposit accounts of the Bank are insured by the SAIF up to the applicable limits, and no proceedings for the termination or revocation of such insurance are pending or, to such counsel's actual knowledge, threatened;
(iv) the activities of the Bank are permitted under federal law to subsidiaries of a federal savings and loan holding company and the Bank has no subsidiaries;
(v) the Bank has obtained all licenses, permits and other governmental authorizations required for the conduct of its business, except where the failure to hold such licenses, permits o...
Conditions of the Agents’ Obligations. The Agent's obligation to effect the transactions contemplated by this Agreement shall be subject to the continuing accuracy throughout the Offering Period of the representations, warranties and agreements of the Company, the performance by the Company of all of its obligations under this Agreement, and the following further terms and conditions:
(a) The Agent shall have received on any Closing Date hereunder the opinion of Drew Field, counsel for the Company, dated as of such Closin▇ ▇▇▇▇. ▇▇ch opinion may be given subject to the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia (the "Interpretive Standards"), and shall be substantially to the effect that:
(i) the Company is a corporation duly organized, validly existing and in good standing, under the laws of the State of Florida.
(ii) the Shares to be sold by the Company have been duly authorized and will be, upon issuance and delivery against payment therefor in accordance with the terms of this Agreement, validly issued, fully paid and non-assessable and will not be subject to any preemptive or other rights to subscribe for or purchase Shares pursuant to the organizational documents of the Company or, to the best of such counsel's knowledge, otherwise.
(iii) the Company's authorized shares consist of 25,000,000 shares of common stock, $.001 par value, of which 10,798,699 shares are outstanding. The outstanding shares of the Company's stock have been duly authorized and validly issued, were not issued in violation of any statutory preemptive rights of shareholders, and are fully paid and nonassessable. Except as described in the Registration Statement, there are no options, subscriptions, warrants, calls, rights or commitments obligating the Company to issue equity securities or acquire its equity securities.
(iv) the amounts, terms and designations of the capital stock of the Company conform as to legal matters in all material respects to the description thereof contained in the Registration Statement under the caption "Description of Capital Stock".
(v) this Agreement has been duly authorized, executed and delivered by the Company and, when so executed and delivered, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company.
(vi) the execution and delivery by Company of this Agr...