Conditions to the Obligations of the Initial Purchasers Sample Clauses

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, counsel for the Company, shall have furnished to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, in form and substance satisfactory to each of the Representatives and its counsel. (b) The Representatives shall have received from Winston & ▇▇▇▇▇▇, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Mortgage, the Registration Rights Agreement, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (c) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Treasurer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the financial condition, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto). (d) At the Execution Time...

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company contained herein at the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused Fenwick & West LLP, counsel for the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Final Memorandum, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except for such jurisdictions where the failure to be in good standing, have such corporate power or authority, or to so qualify would not, individually or in the aggregate, have a Material Adverse Effect; (ii) Reserved; (iii) the Company’s authorized equity capitalization is as set forth in the Final Memorandum under the heading “Capitalization” and the capital stock of the Company conforms to the description thereof contained in the Disclosure Package and the Final Memorandum; the Securities conform to the description thereof contained in the Disclosure Package and the Final Memorandum; the shares of Common Stock initially issuable upon conversion of the Securities have been duly authorized and, when issued upon conversion of the Securities, will be validly issued, fully paid and nonassessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such shares of Common Stock for issuance upon conversion of the Securities in accordance with the terms of the applicable Indenture; and the holders of outstanding shares of capital stock of the Company are not entitled to any preemptive rights to subscribe for the Securities or for the shares of Common Stock issuable upon conversion of the...

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the "Execution Time"), and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (i) At the Closing Date, the Initial Purchasers shall have received the opinion of Morr▇▇▇▇ & ▇oer▇▇▇▇ ▇▇▇, counsel to the Company, dated as of the Closing Date, in the form set forth below and otherwise reasonably satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers, to the effect that: (1) The Company has been duly incorporated and is validly existing under the laws of the State of Delaware, with corporate power and authority to (2) The authorized, issued and outstanding capital stock of the Company is as incorporated by reference in the Final Memorandum in the Company's registration statement on Form S-4 (registration number 333-70727) dated January 15, 1999, as amended, under the caption "Description of Capital Stock"; (3) Each of the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Memorandum; all of the issued and outstanding capital stock of each of the Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and, to such counsel's knowledge and information, except as set forth in the Final Memorandum under the caption "Business -- The Verio Organization", is owned by the Company directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (4) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Securities, the Exchange Notes, the Private Exchange Notes, the Indenture and the Registration Agreement; and each of this Agreement, the Securities, the Exchange Notes, the Private Exchange Notes, the Indenture and the Registration Agreement has been duly authorized by the Company; (5) No consent, waiver, approval, author...

Conditions to the Obligations of the Initial Purchasers. The obligations ---------------------------------------------------------- of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Initial Purchasers shall have received from ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Vice President and Corporate Secretary of the Company, and from other counsel (which may be Company counsel) acceptable to the Initial Purchasers, one or more legal opinions, dated the Closing Date and addressed to the Initial Purchasers, to the cumulative effect that: (i) each of the Company and the Principal Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Kansas, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Memorandum, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification and where the failure to be so qualified would be materially adverse to the Company and its subsidiaries considered as a whole; (ii) each of the Company and the Principal Subsidiary possesses valid and subsisting franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, subject to the expiration of the Principal Subsidiary's franchise agreement with the City of Wichita, in each case as described in the Final Memorandum; (iii) the Indenture has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms subject to the Enforceability Limitations; (iv) the Securities have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will constitute legal, valid, binding and enforceable obligations of the Company entitled to the benefits of the Indenture subject to the Enforceability Limitations; (v) the R...

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers hereunder shall be subject to the condition that all representations and warranties of the Company and each Guarantor herein are true and correct at and as of the date hereof and the Closing Date, the condition that the Company and each Guarantor shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein at the Execution Time and the Closing Date pursuant to Section 1 hereof, to the accuracy of the statements of the Company and the Guarantors made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its or their obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused Fraser ▇▇▇▇▇▇ Casgrain LLP, Canadian counsel to the Company and the Guarantors, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of Exhibit A hereto. (b) The Company shall have requested and caused ▇▇▇▇▇ Day, U.S. counsel to the Company and the Guarantors, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused Torys LLP, U.S. counsel to the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of Exhibit C hereto. (d) The Company shall have requested and caused ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President, Legal Affairs and Corporate Secretary of the Company, to furnish to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of Exhibit D hereto. (e) The Company shall have requested and caused ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., special North Carolina counsel to the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of Exhibit E hereto. (f) The Company shall have requested and caused ▇▇▇▇▇ Day, special French counsel to the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of Exhibit F hereto. (g) The Company shall have requested and caused ▇▇▇▇▇ Day, special German counsel to the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of Exhibit G hereto. (h) The Company shall have requested and caused ▇▇▇▇▇ Day, special U.K. counsel to the Company,...

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the "Execution Time") and the Closing Time, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Initial Purchasers. The obligations of the Investor to purchase the Securities shall be subject to consummation of the issuance and sale of Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Conditions to the Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Securities on the Closing Date as provided herein is subject to the performance by the Company and the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions: