Conditions of the Initial Purchasers’ Obligations Sample Clauses

Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial Purchasers to purchase and pay for the Notes shall, be subject, in the Initial Purchasers’ sole discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of each Closing Date, as if made on and as of each Closing Date, to the accuracy of the statements of the Company’s officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder and to the following additional conditions: (a) On the Closing Date, the Initial Purchasers shall have received a legal opinion from ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for the Company, dated the Closing Date, to the effect that: (i) such counsel has no reason to believe that (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) the Final Memorandum, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) the Company and each of its “significant subsidiaries” (as defined in Rule 1.02(w) of Regulation S-X under the Exchange Act) have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where such counsel has been advised that the failure to be so qualified would amount to a material liability or disability to the Company and its subsidiaries, taken as a whole; the Company and each of its significant subsidiaries have full power and authority to own, lease and operate their respective properties and assets and conduct their respective businesses as described in the Final Memorandum, and the Company has corporate power to enter into this Agreement, the Registration Rights Agreement and the Indenture and to carry out all the terms and provisions hereof and thereof and of the Notes to be carried out by it; all of the issued and outstanding shares of capital stock of each of the Company’s significant subsidiaries, except as otherwise set forth in the Final Memorandum, are owned beneficially by the Company free and clear of any perfected security intere...

Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: (a) On the Closing Date, the Initial Purchasers shall have received the opinion, dated as of the Closing Date and addressed to the Initial Purchasers, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Issuers, in form and substance satisfactory to counsel for the Initial Purchasers, to the effect that: (i) Each of the Issuers and the Delaware Guarantors has been duly incorporated, formed or organized, as the case may be, and is validly existing as a limited partnership, limited liability company or corporation, as applicable, and is in good standing under the laws of the State of Delaware and has all requisite limited partnership, limited liability company or corporate power and authority necessary to own or lease its properties and to conduct its business, in each case as described in the Pricing Disclosure Package and the Final Memorandum in all material respects. (ii) The Partnership has the authorized, issued and outstanding capitalization set forth in the Pricing Disclosure Package and the Final Memorandum as of the dates specified therein; all of the issued and outstanding equity interests (other than general partner interests) of each of the Issuers and the Delaware Guarantors have been duly authorized and validly issued (in accordance with the Organizational Documents of each such entity), are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable) and, to our knowledge, were not issued in violation of any preemptive or similar right; all of the issued and outstanding equity interests of Finance Co and each Delaware Guarantor are owned, directly or indirectly, by the Partnership, free and clear of all Liens (other than (i) those created by or arising under the Delaware General Corporation Law, the Delaware LLC Act or the Delaware LP Act, as the case may be; (ii) restrictions on transferability and other Liens described in the Pricing Disclosure Package, the Final Memorandum or the Organizational Documents; (iii) those arising under the Partnership Credi...

Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: (a) On the Closing Date, the Initial Purchasers shall have received the opinion, dated as of the Closing Date and addressed to the Initial Purchasers, of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Company, in form and substance satisfactory to counsel for the Initial Purchasers, to the effect that: (i) The Company is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own its properties and to conduct its business as described in the Final Memorandum. The Company is duly qualified to do business as a foreign corporation in good standing in all other domestic jurisdictions where it conducts operations as disclosed in the Final Memorandum except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The Company has the authorized, issued and outstanding capitalization set forth in the Final Memorandum; all of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. (iii) Except as set forth in or contemplated by the Final Memorandum to the knowledge of such counsel (A) no options, warrants or other rights to purchase from the Company shares of capital stock or ownership interests in the Company are outstanding, (B) no agreements or other obligations to issue, or other rights to convert, any obligation into, or exchange any securities for, shares of capital stock or ownership interests in the Company are outstanding and (C) no holder of securities of the Company is entitled to have such securities registered under a registration statement filed by the Company pursuant to the Registration Rights Agreement. (iv) The Company has all requisite corporate power and authority to execute, deliver and perform each of its obligations under the Indenture, the Notes, the Exchange Notes and the Private Exchange Notes; the Indenture meets the requirements for qualification under the TIA in all material respects; the Indenture has been duly and validly authorized by the Company and, when duly executed and delivered by the Comp...

Conditions of the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities are subject to the continued accuracy, as of the Closing Time, of the representations and warranties of the Issuers herein contained, to the accuracy of the statements of the Issuers and officers of the Issuers made in any certificate pursuant to the provisions hereof, to the performance by each of the Issuers of its obligations hereunder, and to the following further conditions: (a) At the Closing Time, the Initial Purchasers shall have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, United States counsel to the Issuers, dated as of the Closing Time, in form and substance reasonably satisfactory to the Initial Purchasers and counsel for the Initial Purchasers, to the effect that: (1) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body in the United States of America or the State of New York is required for the execution and delivery by the Company and the LLC, as applicable, of the Purchase Agreement, the Equity Registration Rights Agreement, the Notes Registration Rights Agreement, the Agency Agreement, the Escrow Agreement, the Unit Agreement, the Company-LLC Subscription Agreement or the Indenture or for the issuance, sale and delivery of the Notes pursuant to the Purchase Agreement, the issuance and delivery of the Exchange Notes or the Private Exchange Notes, if any, in exchange for the Notes in the manner contemplated by the Notes Registration Rights Agreement, or the consummation by the Company and the LLC, as applicable, of any of the transactions contemplated in such instruments and agreements, or the issuance, sale and delivery of the Holding Shares by the LLC pursuant to the Purchase Agreement (except for authorizations required under the securities or Blue Sky laws of certain jurisdictions, as to which we express no opinion) nor will such issuance, sale and delivery of the Securities to the Initial Purchasers or the execution, delivery and performance of such instruments and agreements by the Company and the LLC, as applicable, conflict with, or result in a violation of any of the terms or provisions of, any existing applicable United States Federal or New York State judgment, order or decree which is known to such counsel or any law, rule or regulation, in any such case, of any government, governmental instrumentality or court located in the United States having jurisdiction over the Comp...

Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial Purchaser to purchase and pay for the Securities shall, in its sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: (a) On the Closing Date, the Initial Purchaser shall have received the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Akin, Gump, Strauss, Haue▇ & ▇eld, ▇.L.P., counsel for the Company and the Subsidiary Guarantors, in form and substance satisfactory to counsel for the Initial Purchaser, to the effect that: (i) Each of the Company and the Subsidiary Guarantors is duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Circular. Each of the Company and the Subsidiary Guarantors is duly qualified as a foreign corporation and in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. (ii) As of the date thereof, the Company has the authorized, issued and outstanding capitalization set forth in the Final Circular; all of the outstanding shares of capital stock of the Subsidiary Guarantors are owned, directly or indirectly, by the Company, and, to the knowledge of such counsel and except as set forth in the Final Circular, free and clear of all liens, encumbrances, equities and claims or restrictions on transferability or voting. (iii) Except as set forth in the Final Circular, to the knowledge of such counsel (A) no options, warrants or other rights to purchase from the Company or any Subsidiary Guarantors shares of capital stock in the Company or any Subsidiary Guarantors are outstanding, (B) no agreements or other obligations of the Company or any Subsidiary Guarantors to issue, or other rights to cause the Company or any Subsidiary Guarantors to convert, any obligation into, or exchange any securities for, shares of capital stock in the Company or any Subsidiary Guarantors are outstanding and (C) no holder of securities of the Company or any Subsidiary Guarantors is entitled to have such securities registered under a registration statement filed by the Company or any Subsidiary Guarantors under the Act w...

Conditions of the Initial Purchasers’ Obligations. The obligations of the several Initial Purchasers hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries 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 Initial Purchasers’ Obligations. The obligations of the Initial Purchaser to purchase the Firm Notes under this Agreement on the Closing Date and the Additional Notes, if any, on any Option Closing Date are subject to the satisfaction of each of the following conditions. (a) All the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date, or on each Option Closing Date, if any, with the same force and effect as if made on and as of the Closing Date or on each Option Closing Date, if any. (b) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including without limitation the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for the purpose of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (c) Since the respective dates as of which information is given in the Offering Circular, other than as set forth in the Offering Circular (exclusive of any amendments or supplements thereto after the date of this Agreement), (i) there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Company or any of its subsidiaries except in the ordinary course of business, (iii) neither the Company nor any of its subsidiaries shall have incurred any liability or obligation, direct or contingent except ...

Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial Purchaser to purchase and pay for the Notes shall, in its sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: (a) On the Closing Date, the Initial Purchaser shall have received the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of ▇▇▇▇▇▇▇, Keevican & ▇▇▇▇▇, counsel for the Company in form and substance satisfactory to counsel for the Initial Purchaser, substantially to the effect that: (i) Each of the Company and the material Subsidiaries is duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Memorandum. Each of the Company and the material Subsidiaries is duly qualified as a foreign corporation and is in good standing in the jurisdictions set forth below such Subsidiaries' name on Schedule A attached to such opinion. (ii) The Company has the authorized and issued capital stock set forth in the Final Memorandum. To the knowledge of Doepken Keevican & ▇▇▇▇▇, the Subsidiaries constitute all the subsidiaries of the Company and the Company will own the percentage of the issued and outstanding stock (or other equity securities of each of the Subsidiaries set forth on Schedule 2 hereto). All of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights; all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company, free and clear of all security interests perfected, or otherwise, and free and clear of all other liens, encumbrances, equities and claims or restrictions on transferability or voting in each case other than a pledge of the shares of such Subsidiary pursuant to the provisions of the New Credit Facility. (iii) Except as set forth in the Final Memorandum, (A) to the knowledge of such counsel no options, warrants or other rights to purchase from the Company or any Subsidiary shares of capital stock or ownership interests in the Company or any Subsidiary are outstanding, (B) no agreements or other obligations of the Company or any Subsidiary to issue, or other rights to cause the Company or any Subsidia...

Conditions of the Initial Purchasers’ Obligations. The several obligations of the Initial Purchasers to purchase the Series A Notes under this Agreement are subject to the satisfaction of each of the following conditions: (a) All the representations and warranties of the Company and the Guarantor contained in this Agreement shall be true and correct on the date hereof and the Closing Date, with the same force and effect as if made on and as of the date hereof and the Closing Date, respectively. The Company and the Guarantor shall have performed or complied with all of the agreements herein contained and required to be performed or complied with by the Company or the Guarantor on or prior to the Closing Date. (1) The Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers not later than 9:00 a.m., New York City time, on January 30, 1997, or at such later date and time as the Initial Purchasers may approve in writing; (2) no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Series A Notes; and (3) at the Closing Date, no stop order preventing the use of the Offering Documents, or any amendment or supplement thereto, or suspending the qualification or exemption from qualification of any of the Series A Notes for sale in any jurisdiction designated by the Initial Purchasers pursuant to Section 5(f) hereof shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or, to the knowledge of the Company or the Guarantor, be contemplated. (1) Since the date hereof or since the dates as of which information is given in the Offering Memorandum, there shall not have been any event that had a Material Adverse Effect, or any development involving a prospective change that would have a Material Adverse Effect, whether or not arising in the ordinary course of business; (2) since the date of the latest balance sheet included in the Offering Memorandum, there has not been any change that would have a Material Adverse Effect, or any development involving a prospective change that would have a Material Adverse Effect, in the capital stock or in the long-term debt of the Company, the Guarantor or any of the Subsidiaries from that set forth in the Offering Memorandum; (3) the Company, the Guarantor and the Subsidiaries shall have no liability or obligation, direct or contingent, that is required to b...