Conditions to Agent’s Obligations Sample Clauses

Conditions to Agent’s Obligations. The obligations of the Agent in this Agent Agreement shall be subject to the accuracy of and compliance with, as of the date hereof, and on each closing date for the sale of the Common Shares, the representations, covenants, and warranties contained in Sections 4 and 6 hereof, the performance by the Company of its obligations hereunder, and to the following further conditions: (a) The Agent shall have received on or before the commencement date for the Offering an opinion from Paine, Hamblen, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Spokane, Washington (the “Company Counsel”) satisfactory in form and substance to the Agent and its counsel, to the effect that: (i) Upon the commencement date of the Offering, the Company will be a company in good standing and validly existing under the laws of the State of Alaska, fully authorized to transact the business in which it is engaged, and authorized to enter into this Agent Agreement; (ii) The Common Shares, Warrants and Common Shares issuable upon exercise of the Warrants when issued and sold will be validly and legally issued and the offering of the Common Shares, Warrants and Common Shares will be as described in the Memorandum have been duly authorized by the Company; (iii) The Offering will not result in the breach of any of the terms or conditions of, or constitute a default under any loan commitment, agreement, or other instrument of which such counsel has knowledge and to which the Company is a party or violate any order of any court or any federal or state regulatory body or administrative agency having jurisdiction over the Company or over the Company’s property; (iv) To the best knowledge of such Company Counsel, upon reasonable inquiry, there is not in existence, pending nor threatened any action, suit or proceeding to which the Company or any director thereof is a party, except as may be set forth in the Memorandum or any supplement thereto, before any court or governmental agency or body, which action, suit or proceeding might, if decided adversely, materially affect the subject matter of this Agent Agreement, the Offering or the financial condition, business or prospects of the Company; (v) The disclosures to be made in the Memorandum, together with the Company’s offer to each subscriber to provide access to additional information, are sufficient to satisfy the “information requirements” of Rule 502 of Regulation D assuming the receipt by each subscriber of a copy of the Memorandum; (vi) registration under the 1...

Conditions to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties made as of a specified date or time), to the due performance in all material respects by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions as of each Representation Date.

Conditions to Agent’s Obligations. The obligations of Agent hereunder with respect to a Placement in any Agency Transaction, and the obligations of Agent with respect to a Principal Transaction pursuant to any Terms Agreement and this Agreement, will in each case be subject to the continuing accuracy and completeness of the representations and warranties made by the Company and the Operating Partnership herein, to the due performance by the Company of its obligations hereunder and under any Terms Agreement, as applicable, to the completion by Agent of a due diligence review satisfactory to Agent in its reasonable judgment, and to the continuing satisfaction (or waiver by Agent in its sole discretion) of the following additional conditions:

Conditions to Agent’s Obligations. The obligations of the Agent under this Agreement have been undertaken in reliance on, and shall be subject to, the due performance by the Company of its obligations and agreements to be performed hereunder and to the accuracy of and compliance with the representations, warranties, covenants and agreements of the Company contained herein, in each case on and as of the date of delivery of this Agreement and on and as of each date on which Bonds are to be offered and sold pursuant to this Agreement. The obligations of the Agent hereunder with respect to each date on which Bonds are to be offered and sold pursuant to this Agreement are also subject, in the discretion of the Agent, to the following further conditions: (a) The Ordinance, the Loan Agreement, the Tender Agreement and the Continuing Disclosure Agreement shall be in full force and effect and shall not have been amended, modified or supplemented in any way which would materially and adversely affect the Bonds, except as may have been agreed to in writing by the Agent, and there shall be in full force and effect such additional resolutions, agreements, certificates (including such certificates as may be required by regulations of the Internal Revenue Service in order to establish the tax-exempt character of interest on the Bonds) and opinions as shall be necessary to effect a secondary remarketing of the Bonds in the manner contemplated by this Agreement, which resolutions, agreements, certificates and opinions, at the request of the Agent, shall be satisfactory in form and substance to Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP., bond counsel to the Issuer, or Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Agent; and (b) There shall have been no material adverse change in the properties, business, condition (financial or other) or results of operations of the Company since the date of the 2005 Remarketing Supplement or any supplement thereto relating to the Bonds being offered on such date, and no Event of Default under Section 10.01 (a)(i), (ii), (iii), (iv), (v), (vi) or (vii) of the Ordinance, shall have occurred and be continuing and no event shall have occurred and be continuing which, with the passage of time or giving of notice or both, would constitute such an Event of Default and the Agent shall receive such certificates, accountants’ letters and opinions of counsel as it shall reasonably request in connection with the remarketing of the Bonds.

Conditions to Agent’s Obligations. The obligation of each Agent to solicit or receive offers to purchase Securities shall be subject to the continued accuracy in all material respects of the representations and warranties of the Company set forth herein, to the performance by the Company of its obligations hereunder and to each of the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose, pursuant to Rule 401(g)(2) under the Act or pursuant to Section 8A of the Act shall have been instituted or, to the knowledge of the Company or such Agent, shall be contemplated by the Commission, the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Act), and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the J.▇. ▇▇▇▇▇▇ Securities LLC. (b) Neither the Registration Statement nor the Prospectus, as amended or supplemented, shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) Subsequent to the date of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its subsidiaries that is not described in the Time of Sale Information and, in the judgment of such Agent, is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus and the Time of Sale Information. (d) Such Agent shall have received an opinion of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, counsel for the Company or such other counsel as is acceptable to such Agent, including in-house counsel, dated the Closing Date, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware, and JPMorgan Chase Bank, National Association has been duly organized and is validly existing as a national banking association under the laws of the United ...

Conditions to Agent’s Obligations. The Agent's obligations hereunder, as to the Shares to be delivered at the Closing Date and the occurrence of the Closing and the Reorganization, are subject to the condition that all representations and warranties and other statements of the Parties herein are, at and as of the commencement of the Subscription and PublicCommunity Offerings and at and as of the Closing Date, true and correct in all material respects, the condition that the Parties shall have performed in all material respects all of their obligations hereunder to be performed on or before such dates, and to the following further conditions: (a) The Registration Statement shall have been declared effective by the Commission and the MHC Notice and Application approved by the OTS prior to the commencement of the Offering, the Holding Company Application shall have been approved, and no stop order or other action suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to any of the Parties' best knowledge, threatened by the Commission or any state authority and no order or other action suspending the authorization for use of the Prospectus or the consummation of the Reorganization shall have been issued or proceedings therefore initiated or, to any of the Parties' best knowledge, threatened by the OTS, the Commission, or any other governmental body. (b) At the Closing Date, the MHC, the Holding Company and the Association will have completed the conditions precedent to, and shall have conducted the Reorganization in all material respects in accordance with, the Plan, the Reorganization Regulations and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Reorganization imposed upon them by the OTS. (c) At the Closing Date, Agent shall have received: (1) The favorable opinion, dated as of the Closing Date addressed to Agent and for its benefit, of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP ("S&P") counsel for the Parties, in form and substance acceptable to Agent . S&P shall also provide a letter dated as of the Closing Date addressed to Agent which states that, with respect to the opinion of such counsel nothing has come to the attention of S&P that would lead S&P to believe that Agent and its counsel are not justified in relying upon such opinion. The opinions of S&P shall in form and substance be to the effect that: (i) The Holding Company is ...

Conditions to Agent’s Obligations. The obligations of Agent assumed on behalf of the Joint Venturers hereunder will be subject to the satisfaction or compliance with, at or before Closing, of each of the following conditions precedent (each of which is hereby acknowledged to be included for the exclusive benefit of Agent and may be waived in writing in whole or in part): a. the execution and delivery of all of the closing deliveries identified in Section 7.3; b. Subject to Agent's and the Joint Venturers' reliance on Alya's representation and warranty set out in subsection 4.1(r) herein, all legal and regulatory approvals and consents, whether from shareholders, governmental authorities or other third parties necessary to the completion of the transactions contemplated by the terms of this Agreement have been obtained; c. there will have been no material adverse change, financial or otherwise, in Alya or the Purchased Assets; d. Alya will have performed or complied with, in all respects, all of its undertakings, covenants and agreements hereunder to be performed or complied with; and e. the representations and warranties of Alya contained in Section 4.1 will be true and correct on Closing.

Conditions to Agent’s Obligations. The obligations of any Agent, as agent of the Company, at any time to solicit offers to purchase the Notes, and the obligation of any Agent to purchase Notes as a purchaser pursuant to any Terms Agreement, will be subject to the accuracy, as of the date hereof, and, (i) as of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference into the Prospectus), (ii) as of the date any supplement to the Prospectus is filed with the Commission, (iii) as of the Trade Date with respect to any Note or, if applicable, any Terms Agreement, (iv) as of the Time of Sale and (v) as of the Settlement Date with respect to any Note for any purchaser or for an Agent as purchaser under a Terms Agreement, of the representations and warranties on the part of the Company in this Agreement (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference), to the accuracy of the statements of Company officers made pursuant to the provisions of this Agreement, to the performance by the Company of its obligations under this Agreement and to the following additional conditions precedent to the extent applicable:

Conditions to Agent’s Obligations. The obligations of the Agents hereunder are subject to the accuracy of the representations and warranties on the part of Westpac contained herein, the accuracy of the statements of Westpac’s officers made in any certificates furnished pursuant to the provisions hereof, the performance and observance by Westpac of all of its covenants and agreements herein contained, and the following additional conditions (it being understood that references in subsections (a) through (c) of this Section 3 and in Exhibits B, C and D hereto to “General Disclosure Package” and “Prospectus” shall apply only when the documents described in subsections (a) through (c) of this Section 3 are required to be delivered in connection with the issuance of a series of Notes pursuant to the requirements of Section 9 hereof or the applicable Terms Agreement and, as used herein, mean the General Disclosure Package and the Prospectus, respectively, with respect to such series of Notes):