Conditions of Your Obligations Sample Clauses

Conditions of Your Obligations. Your obligations hereunder shall be subject to, in your discretion, the following terms and conditions:

Conditions of Your Obligations. Your obligations hereunder shall be subject to the continued accuracy throughout the Effective Term of the representations, warranties and agreements of the Company, to the performance by the Company of its obligations hereunder and to the following terms and conditions:

Conditions of Your Obligations. The obligations of the Underwriters to purchase Securities pursuant to any Terms Agreement are subject to the accuracy in all material respects, unless otherwise qualified by materiality (in which case such representations and warranties will be accurate), of the representations and warranties on the part of each the Company and the Western Gas Parties herein contained as of the date of the Terms Agreement and as of the applicable Closing Date, to the performance by the Company and the Western Gas Parties in all material respects of all of their respective covenants and other obligations hereunder and to the following further conditions: (a) The Prospectus, the Partnership Prospectus and the final term sheet free writing prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Sections 4(b), 5(b) and 6(b) hereof. No stop order suspending the effectiveness of the Registration Statement or the Partnership Registration Statement shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission. (b) At the applicable Closing Date, you shall have received signed copies of: 1. The opinion, dated as of the applicable Closing Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., special counsel for the Company and the Western Gas Parties that: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority under the Delaware General Corporation Law and its certificate of incorporation and bylaws to own, lease and operate its properties and conduct its business as described in the Prospectus and the Disclosure Package. (ii) The Partnership is validly existing as a partnership in good standing under the laws of the State of Delaware and has the limited partnership power and authority under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and its certificate of limited partnership and partnership agreement to own, lease and operate its properties and conduct its business as described in the Partnership Prospectus and the Disclosure Package. (iii) The Company and each Significant Subsidiary is duly qualified or licensed to do business as a foreign corporation, partnership or limited liability company in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification or licensing, except to the extent that the failure to...

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company.

Conditions of Your Obligations. Your respective obligations under this Agreement are subject to the accuracy of and compliance in all material respects with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof and to the performance by the Partnership and the General Partner in all material respects of their obligations to you under this Agreement. If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agreement to be fulfilled by the Partnership or the General Partner with respect to a party to this Agreement, such party may withdraw as a party to this Agreement by notifying the General Partner of such withdrawal in writing at any time at or before any Monthly Closing and any such withdrawal will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 and Section 9 hereof. For the avoidance of doubt, if one of you withdraws as a party to this Agreement pursuant to this Section 7, the Agreement shall continue in full force and effect with respect to the remaining parties to the Agreement.

Conditions of Your Obligations. Your obligations under this Agency Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agency Agreement and to the following additional conditions: (a) At the Closing, you will have received the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the General Partner and the Partnership, dated the Closing date and in form and substance satisfactory to you and your counsel, to the effect that: (i) all action required to be taken by the Partnership and the General Partner before the subscription for and sale of the Units to qualified subscribers therefor has been taken or, before the Closing date, will have been taken, and upon (A) payment of the consideration therefor specified in the Subscription Agreement and receipt of all related executed documents, (B) the execution of the Partnership Agreement by the General Partner as attorney-in-fact for each of the Limited Partners, (C) the filing of the Partnership’s certificate of limited partnership in the appropriate jurisdictions, and (D) the payment of any required filing fee, the subscribers will become Limited Partners of the Partnership entitled to all the rights of Limited Partners under the Partnership Agreement, and the Units will conform to all statements relating thereto contained in the Memorandum, including the Partnership Agreement attached as an appendix thereto; (ii) the Partnership (A) is a limited partnership duly and validly organized pursuant to the Partnership Agreement and the laws of New York and (B) is validly existing under and subject to the laws of New York with full power and authority to conduct the business in which it proposes to engage as described in the Memorandum; (iii) the information contained in the Memorandum (excluding the financial statements as to which such counsel need express no opinion) complies in all material respects with the requirements of Rule 502(b)(2) and (d)(2) of Reg. D; to the best of such counsel’s knowledge, the General Partner has complied with the requirements of Rule 506 under Reg. D and on the basis of its examination and participation in conferences in connection with the preparation of the Memorandum, nothing has come to such counsel’s attention that would lead such counsel to believe that, at any time before or at the Closing, the Memo...

Conditions of Your Obligations. Your obligations are subject to the accuracy, as of the date hereof and the Closing Date (as if made at such Closing Date), of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have filed with the Commission on a timely basis pursuant to Rule 424(b) under the Securities Act, the Prospectus as supplemented by the Prospectus Supplement covering the Purchased Securities. No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending, threatened or contemplated by the Commission or any state securities or Blue Sky authority. (b) You shall not have advised the Company that the Registration Statement, any Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which, in your opinion, is material or omits to state a fact which, in your opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Conditions of Your Obligations. Your obligations under this Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agreement. If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agreement to be fulfilled, you may cancel this Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing or by telegram at any time at or before any Monthly Closing and any such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 and Section 9 hereof.

Conditions of Your Obligations. Your obligations hereunder, as to the Shares to be delivered at the Closing Date, are subject in your discretion, to the condition that all representations and warranties and other statements of the Company and the Savings Bank herein are, at and as of commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Company and the Savings Bank shall have performed in all material respects all of their obligations hereunder on or before such dates, and to the following further conditions: (a) The Registration Statement shall have been declared effective not later than 5:30 pm. on the date of this Agreement, or with your consent, not to be unreasonably withheld, at a later time and date; and at the Closing Date no order suspending the approval of the Application shall have been issued or proceedings therefor initiated or threatened by any state authority, and no order or other action suspending the effectiveness of the Registration Statement shall have been issued or proceedings therefor initiated or to the best of the Company's or the Savings Bank's knowledge threatened by the SEC, the FDIC, the FRB or any state or other governmental authority. (b) At the Closing Date you shall have received: (1) The opinions, dated as of the Closing Date and addressed to ▇▇▇▇ ▇▇▇▇ and for its benefit, of ▇▇▇▇▇▇, ▇▇▇▇▇▇, Honeywell, Malanca, ▇▇▇▇▇▇▇▇ & Daheim, P.L.L.C., in form and substance satisfactory to counsel for the Agent, providing that: (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Washington. The Company has full corporate authority to conduct its business and own its properties as described in the Application, the Registration Statement and the Prospectus. The Company is qualified as a foreign corporation to transact business in each jurisdiction in which its ownership of property or leasing of properties or the conduct of its business requires such qualification unless the failure to be so qualified in one or more such jurisdictions would not have a material adverse effect on the condition, financial or otherwise, or the business, operations, income or prospects of the Company and the Savings Bank, taken as a whole. The Savings Bank has been organized and is validly existing as a state-chartered stock savings bank under the laws of the State of Washington. The Savings Bank has full corporate authority to conduct its ...