Conditions to Obligations of the Agent Sample Clauses

The "Conditions to Obligations of the Agent" clause defines the specific requirements that must be satisfied before the agent is required to perform their contractual duties. Typically, these conditions may include the receipt of necessary documents, completion of due diligence, or confirmation that no default or adverse event has occurred. By setting out these prerequisites, the clause ensures that the agent is only obligated to act when certain standards or protections are met, thereby reducing the agent's risk and clarifying the circumstances under which their obligations become enforceable.
Conditions to Obligations of the Agent. The obligations of the Agent hereunder are subject to the condition that all representations and warranties and other statements of the Company are, at and as of the commencement of the Offering and at and as of the applicable Closing Date, true and correct in all material respects and the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: a. No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Agent shall have objected in writing. b. The Registration Statement and any registration statement required to be filed, prior to the sale of the Shares, under the 1933 Act pursuant to Rule 424(b) shall have been filed and shall have become effective under the 1933 Act. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings initiated under Section 8(d) or 8(e) of the 1933 Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading; and (iii) none of the Prospectus or any amendment or supplement thereto shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. ▇. ▇▇▇▇▇▇ Law Firm, P.A., counsel for the Company, shall have furnished to the Agent its written opinion, dated as of each Closing Date, in form and substance satisfactory to the Agent, substantially to the effect set forth in Appendix 6 hereto; in rendering the opinions required by this section, such counsel, with the consent of Agent’s counsel, may rely, as to matters of fact, upon certificates and representations of officers of the Company and on certificates of public officials. e. At the time of the execution of this Agreement, the Agent shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC a letter dated such date, in form and substance satisfactory to the Agent to the effect that: i. ▇▇▇▇▇▇ ▇▇▇▇▇, LLC are independent certified public accountants with respect to the Company within the meaning of the 1933 Act and the applicable published rules and ...
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Conditions to Obligations of the Agent. The obligations of the Agent under this Agreement are, at the option of the Agent, subject to the satisfaction at or prior to the Initial Closing and through each Subsequent Closing, of each of the following conditions: 9.1 All representations and warranties and other statements of the Company herein are, as applicable, at and as of the commencement of the Offering or as of the applicable Closing Date, true and correct in all material respects, and the Company shall have performed in all material respects all its obligations hereunder to be performed on or before such dates. 9.2 The Registration Statement shall have been declared effective by the SEC and no stop order suspending the use of the Prospectus shall have been issued under any applicable law or proceedings thereof initiated or threatened by any regulatory authority, and no order or other action suspending the consummation of the transactions described in the Prospectus shall have been issued or proceeding therefor initiated or threatened by the SEC or any other regulatory authority. 9.3 At the Initial Closing Date the Agent shall have received: 9.3.1 The opinion addressed to the Agent as of the Initial Closing Date of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Company, in form and substance satisfactory to the Agent’s counsel, substantially to the effect that: 9.3.1.1 The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Nevada. 9.3.1.2 The Company has the corporate power and authority to conduct its business and to own, lease and operate its properties as described in the Prospectus and as otherwise contemplated. 9.3.1.3 All Shares offered pursuant to the Offering have been duly and validly authorized for issuance, and when issued, sold and delivered by the Company pursuant to the terms of the Offering against payment of the consideration set forth in the Prospectus, all such Shares will be duly and validly issued and fully paid and nonassessable. 9.3.1.4 This Agreement has been duly authorized, executed and delivered by the Company and is the legal, valid and binding agreement of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights, to general principles of equity and to the extent that rights to indemnity thereunder may be limited under applicable laws. 9.3.1.5...
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Related to Conditions to Obligations of the Agent

  • Conditions to Obligations of the Parties The obligations of Buyer, Tribune and ▇▇▇▇▇▇▇▇ to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (such waiver to be granted by Buyer and ▇▇▇▇▇▇▇▇ (including on behalf of Tribune) as it relates to Sections 10.01(a), (b) and (c) below, and by Buyer, ▇▇▇▇▇▇▇▇ and Tribune, solely as it relates to Section 10.01(d) below, in each case, if permitted by Law), at or prior to the Closing, of each of the following conditions: (a) No provision of any applicable Law and no Order shall be in effect which has the effect of making the transactions contemplated hereby illegal or otherwise prohibits the consummation of the Closing. (b) The FCC Consent and the HSR Clearance, if any, shall have been granted or obtained and be effective. (c) Solely in the event that ▇▇▇▇▇▇▇▇ agrees to divest KSTU and KCPQ (collectively, the “Covered Stations”) in order to obtain the DOJ’s approval of the Merger, the execution by the DOJ of the DOJ Consent Decree with respect to the sale of the Covered Stations to Buyer pursuant to this Agreement or if the DOJ otherwise consents in writing with respect to such sale of the Covered Stations to Buyer. For the avoidance of doubt, if for any reason the divestiture of the Covered Stations is not required by the DOJ as a condition to the DOJ’s approval of the Merger, then the foregoing consent of DOJ shall not be a condition to the sale of the Covered Stations under this Agreement, and such Covered Stations shall be subject only to those conditions applicable to all Stations pursuant to the terms and subject to the conditions of this Agreement. (d) The conditions to the Tribune Closing shall have been satisfied or waived (except for any conditions that by their nature can only be satisfied at or as of the Tribune Closing, which conditions will be satisfied or waived at the Tribune Closing) and the Tribune Closing shall have occurred or shall be scheduled to occur immediately following the Closing.

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions: