Conditions of the Obligations of the Initial Purchaser Clause Samples

Conditions of the Obligations of the Initial Purchaser. The obligation of the Initial Purchaser to purchase and pay for the Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of each of the Issuing Companies set forth herein on the date hereof and on the Closing Date, to the accuracy of the statements of the officers of the Issuing Companies made pursuant to the provisions hereof, to the performance by the Issuing Companies of their respective obligations hereunder and to the following additional conditions precedent (it being understood that all references to the "Subsidiaries" of the Company in this Section 6 shall include CalGen Finance): (a) CalGen Finance shall have become a direct wholly owned Subsidiary of the Company, and the capital stock of CalGen Finance shall be owned by the Company free from liens, encumbrances and defects. (b) The Initial Purchaser shall have received a "comfort" letter dated, the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, from PricewaterhouseCoopers LLP. (c) The Chief Financial Officer of the Company shall have furnished a certificate, dated the Closing Date, in form and substance satisfactory to the Initial Purchaser, stating to the effect that: (i) The Company does not intend to or believe that it has incurred or will incur debts that will be beyond its ability to pay as they mature; (ii) No CalGen Subsidiary intends to or believes that it has incurred or will incur debts that will be beyond its ability to pay as they mature; (iii) The present fair saleable value of the assets of the Company exceeds the amount that will be required to pay the probable liability on its existing debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) as they become absolute and matured, and as a result of the transactions contemplated herein, will continue to exceed such amount; (iv) The present fair saleable value of the assets of each CalGen Subsidiary exceeds the amount that will be required to pay the probable liability on such Subsidiary's existing debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) as they become absolute and matured, and as a result of the transactions contemplated herein, will continue to exceed such amount; (v) The Company does not, and as a result of the consummation of the transactions contemplated in this Agreement, will not have unreasonably small capital for it to carry on its bus...

Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Notes as provided herein on the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and, with respect to the Optional Notes, as of any Subsequent Closing Date as though then made, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Firm Debentures as provided herein on the First Closing Date and, with respect to the Optional Debentures, the Second Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Debentures, as of the Second Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser are subject to the accuracy, in all material respects, of the representations and warranties of the Manager and the Issuer contained in Section 1 and in certificates of any officer of the Manager or the Issuer delivered pursuant to the provisions hereof or any Transaction Document, to the performance in all material respects, by Manager and the Issuer of their respective covenants and other obligations hereunder and under the Transaction Documents and to the following additional conditions:

Conditions of the Obligations of the Initial Purchaser. The ------------------------------------------------------ obligations of the Initial Purchaser hereunder are subject to the following conditions: (a) Since the respective dates as of which information is given in the Preliminary Offering Memorandum and the Offering Memorandum, (1) there shall not have been a Material Adverse Change, whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Preliminary Offering Memorandum and the Offering Memorandum, (2) neither the Company nor any of its Subsidiaries shall have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Preliminary Offering Memorandum and the Offering Memorandum, and (3) there shall not have been any material adverse change in the capital stock or debt of the Company and Subsidiaries taken as a whole, if in the judgment of the Initial Purchaser any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Notes by the Initial Purchaser at the purchase price. (b) Since the respective dates as of which information is given in the Preliminary Offering Memorandum and the Offering Memorandum, there shall have been no litigation or other proceeding instituted against the Company or any of its Subsidiaries or any of their respective officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would have a Material Adverse Effect. (c) Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the Closing Date, as if made at the Closing Date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date shall have been duly performed, fulfilled or complied with. (d) The Initial Purchaser shall have received an opinion, dated the Closing Date, satisfactory in form and substance to counsel for the Initial Purchaser, from ▇▇▇▇▇▇, ...

Conditions of the Obligations of the Initial Purchaser. The Initial Purchaser's obligations to purchase and pay for the Offered Notes pursuant to this Agreement are subject to the following conditions: (a) On the Closing Date, the Initial Purchaser shall have received an opinion of Hughes Hubbard & Reed LLP, counsel for the Company, dated the Closing ▇▇▇▇, ▇▇ ▇▇▇▇ an▇ ▇▇bstance reasonably satisfactory to the Initial Purchaser. (b) On the Closing Date, the Initial Purchaser shall have received an opinion of the General Counsel of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (c) On the Closing Date, the Initial Purchaser shall have received an opinion of Richards, Layton & Finger, P.A., counsel for Wilmington Trust Company, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇nd as Trustee, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (d) On ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇inion of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Liquidity Provi▇▇▇ ▇▇d t▇▇ ▇▇▇uidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (e) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Liquidity Provider and the Liquidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (f) On the Closing Date, the Initial Purchaser shall have received an opinion of Latham & Watkins, special New York counsel for the Policy Provider, d▇▇▇▇ ▇he ▇▇▇▇▇▇▇ Date, in form and substance reasonably satisfactory to the Initial Purchaser. (g) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Policy Provider, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (h) On the Closing Date, the Initial Purchaser shall have received an opinion of Lytle, Soule & Curlee, special counsel in Oklahoma City, Oklahoma, da▇▇▇ ▇he ▇▇▇▇ing ▇▇▇▇, in form and substance reasonably satisfactory to the Initial Purchaser. (i) On the Closing Date, the Initial Purchaser shall have received an opinion as to the perfection of the security interest in the Collateral of Richards, Layton & Finger, P.A., dated the Closing Date, in form and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ably satisfactory to the Initial Purchaser. (j) On the Closing Date, the Initial Purchaser shall have received an opinion of Milbank, ...

Conditions of the Obligations of the Initial Purchaser. The obligation of the Initial Purchaser to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties made herein, to the accuracy of the statements of officers made pursuant hereto, to the performance by the Depositor, Conn Appliances, the Issuer and Conn’s, Inc. of their obligations hereunder, and to the following additional conditions precedent: (a) You shall have received letters, dated as of the Closing Date, of Ernst & Young LLP, independent certified public accountants, in form and substance reasonably satisfactory to you and your counsel. (b) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Depositor, Conn Appliances, Conn’s, Inc. or any of their respective subsidiaries, that, in the reasonable judgment of the Initial Purchaser, is material and adverse and that makes it impracticable to market the Purchased Notes on the terms and in the manner contemplated in the Preliminary Offering Memorandum. (c) You shall have received an opinion of in-house counsel to the Depositor, Conn Appliances, the Receivables Trust and the Seller addressed to you, the Trustee and the Receivables Trustee, dated the Closing Date and reasonably satisfactory in form and substance to you and your counsel. (d) ▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel to the Depositor, Conn Appliances, the Receivables Trust, the Seller and the Issuer, shall have delivered (i) an opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to (A) general corporate matters, the validity of the Notes, the security interest of the Issuer and the Trustee, respectively, in the Receivables Trust Estate, the security interest of the Receivables Trust in the Trust Estate, (B) certain United States federal income tax matters contained in the Preliminary Offering Memorandum and the Offering Memorandum, (B) certain matters relating to the treatment of the transfer of Receivables by the Seller and the Depositor; and (C) to the effect that a bankruptcy court would not disregard the separate legal existence of the Issuer, the Depositor or the Receivables Trust and require the substantive consolidation of the assets and liabilities of the Issuer, the Depositor or the Receivable...

Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor herein, to the accuracy of the statements of officers of the Company and the Guarantor made pursuant to the provisions hereof, to the performance by the Company and the Guarantor of their obligations hereunder and to the following additional conditions precedent: (a) The Initial Purchaser shall have received a letter, dated the date of this Agreement, of PricewaterhouseCoopers LLP ("PWC") in form and substance satisfactory to the Initial Purchaser concerning certain of the financial information set forth in the Offering Document. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company, the Guarantor and their respective subsidiaries taken as one enterprise or ARC and its subsidiaries taken as one enterprise, which, in the judgment of the Initial Purchaser, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company or ARC by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or ARC (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company or ARC has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Initial Purchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspe...

Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Debentures as provided herein on the First Closing Date and, with respect to the Optional Debentures, the Second Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Debentures, as of the Second Closing Date as though then made, to the timely performance, in all material respects, by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) Accountants’ Comfort LetterOn the date hereof, the Initial Purchaser shall have received from each of KPMG LLP and KPMG Audyt Sp.zo.o., independent public or certified public accountants for the Company, a letter dated the date hereof addressed to the Initial Purchaser, in form and substance satisfactory to the Initial Purchaser, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the Initial Purchaser, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Offering Memorandum.