Common use of CONDITIONS TO THE OBLIGATIONS Clause in Contracts

CONDITIONS TO THE OBLIGATIONS. The obligations hereunder shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed copy of the Ordinance, the Trust Indenture, the Lease and the Deed of Trust, and any other instrument contemplated thereby shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Series 2002 Bond and that there is no controversy, suit or other proceeding of any kind pending or, to the knowledge of the City, threatened wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2002 Bond, or the constitutionality or validity of the obligations represented by the Series 2002 Bond or the validity of the Series 2002 Bond or any proceedings in relation to the issuance or sale thereof. (c) A certificate of the Purchaser, dated the Closing Date, to the effect that (i) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company Documents, or (B) in any way contest the existence or powers of the Purchaser or its affiliates, (ii) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser or its affiliates except litigation, proceedings or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of counsel to the Purchaser (A) will be entirely within applicable self-insurance program funding and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles) or (B) will not have a material adverse effect on the operations or condition, financial or otherwise, of the Purchaser and its affiliates, (iii) the representations and warranties of the Purchaser herein and in the Company Documents were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under the Company Documents, and (v) such other matters as are reasonably requested by the other parties in connection with the issuance of the Series 2002 Bond.

CONDITIONS TO THE OBLIGATIONS. The obligations hereunder shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed copy of the Ordinance, the Trust Indenture, Indenture and the Lease and the Deed of Trust, Agreement and any other instrument contemplated thereby shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Series 2002 Bond Bonds and that there is no controversy, suit or other proceeding of any kind pending or, or to the its knowledge of the City, threatened wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2002 BondBonds, or the constitutionality or validity of the obligations represented by the Series 2002 Bond Bonds or the validity of the Series 2002 Bond Bonds or any proceedings in relation to the issuance or sale thereof. (c) A certificate of the PurchaserThe Purchaser shall execute a certificate, dated the Closing Date, to the effect that (i) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company DocumentsBonds, or (B) in any way contest the existence or powers of the Purchaser or its affiliatesPurchaser, (ii) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser or that could reasonably be expected to adversely affect its affiliates except litigation, proceedings or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of counsel ability to the Purchaser (A) will be entirely within applicable self-insurance program funding and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles) or (B) will not have a material adverse effect on the operations or condition, financial or otherwise, of the Purchaser and perform its affiliatesobligations hereunder, (iii) the representations and warranties of the Purchaser herein and in the Company Documents were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, and (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under the Company Documents, and (v) such other matters as are reasonably requested by the other parties in connection with the issuance of the Series 2002 BondBonds.

CONDITIONS TO THE OBLIGATIONS. The obligations hereunder shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed certified copy of the Ordinance, the Trust Indenture, the Lease Base Lease, the Lease, the Development and the Deed of TrustPerformance Agreement, this Bond Purchase Agreement and any other instrument contemplated thereby thereby, and such documents shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Series 2002 Bond Bonds and that there is no controversy, suit or other proceeding of any kind pending or, to the knowledge of the Cityits knowledge, threatened against the City wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2002 BondBonds, or the constitutionality or validity of the obligations represented by the Series 2002 Bond Bonds or the validity of the Series 2002 Bond Bonds or any proceedings in relation to the issuance or sale thereof. (c) A certificate of the PurchaserThe Purchaser shall execute a certificate, dated the Closing Date, to the effect that that (i1) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company DocumentsBonds, or (B) in any way contest the corporate existence or powers of the Purchaser or its affiliatesPurchaser, (ii2) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser that could reasonably be expected to adversely affect its ability to perform its obligations hereunder or its affiliates except litigationunder the Base Lease, proceedings the Lease or investigations in which the probable ultimate recoveries Development and the estimated costs and expenses of defense, in the opinion of counsel to the Purchaser (A) will be entirely within applicable self-insurance program funding and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles) or (B) will not have a material adverse effect on the operations or condition, financial or otherwise, of the Purchaser and its affiliatesPerformance Agreement, (iii3) the representations and warranties of the Purchaser herein and in the Company Documents were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under the Company Documents, and (v4) such other matters as are reasonably requested by the other parties in connection with the issuance of the Series 2002 BondBonds.

CONDITIONS TO THE OBLIGATIONS. The obligations hereunder under this Purchase Agreement shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof of this Purchase Agreement and as of the Closing DateDate and, with respect to the making of Additional Payments, as of the date of each subsequent Additional Payment, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed copy of this Purchase Agreement, the Bond Ordinance, the Trust Indenture, the Lease and the Deed of TrustDevelopment Agreement, and any other instrument contemplated thereby and such documents shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Series 2002 Bond Bonds and that there is no controversy, suit or other proceeding of any kind pending or, to the actual knowledge of the City, threatened wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2002 BondBonds, or the constitutionality or validity of the obligations represented by the Series 2002 Bond Bonds or the validity of the Series 2002 Bond Bonds or any proceedings in relation to the issuance or sale thereof. (c) A There shall be delivered to the City a certificate of the Purchaser, dated as of the Closing Date, Date to the effect that (i) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending against the Purchaser or its affiliates the Purchaser’s Affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company Documents, or (B) in any way contest the existence or powers of the Purchaser or its affiliatesthe Purchaser’s Affiliates, (ii) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser or its affiliates the Purchaser’s Affiliates except litigation, proceedings or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of counsel to the Purchaser (A) will be entirely within applicable self-insurance program funding and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles) or (B) Purchaser’s reasonable judgment, will not have a material adverse effect on the operations or condition, financial or otherwise, of the Purchaser and its affiliates, the Purchaser’s Affiliates; (iii) the representations and warranties of the Purchaser herein in this Purchase Agreement and in the Company Documents were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, ; (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under any of the Company Documents, ; and (v) such other matters as are reasonably requested by the other parties in connection with the initial issuance of the Series 2002 BondBonds. (d) In the case of each Additional Payment, the delivery by the Purchaser of such Additional Payment and the acceptance by the City of the portion of the Project to be acquired in connection with such Additional Payment shall be deemed to be reaffirmation as of the date of such Additional Payment by the parties of the accuracy of and their respective compliance with the representations and warranties set forth in this Purchase Agreement, including, without limitation, the foregoing paragraphs (a), (b) and (c) , and given as of the date hereof and the Closing Date.

CONDITIONS TO THE OBLIGATIONS. The obligations hereunder shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder and under Section 3.01 of the Continuing Covenants Agreement, on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions:: 233761 5 Bond Purchase Agreement LCRA / Legacy Bank & Trust Co. / PG/PGN, LP (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed copy of the OrdinanceResolution, the Trust Indenture, the Lease and the Deed of Trust, Loan Agreement and any other instrument contemplated thereby thereby, each of which shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City Issuer shall confirm on the Closing Date by a certificate executed by a duly authorized representative that at and as of the Closing Date the City Issuer has taken all action necessary to issue the Series 2002 Bond 2022 Bonds and that there is no controversy, suit or other proceeding of any kind pending or, or to the its knowledge of the City, threatened wherein any question is raised affecting in any way the legal organization of the City Issuer or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2002 Bond2022 Bonds, or the constitutionality or validity of the obligations represented by the Series 2002 Bond 2022 Bonds or the validity of the Series 2002 Bond 2022 Bonds or any proceedings in relation to the issuance or sale thereof. (c) The Purchaser shall execute a certificate in the form of Exhibit A certificate of the Purchaserattached hereto, dated the Closing DateDate and executed by a duly authorized representative, to the effect that (i) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company DocumentsSeries 2022 Bonds, or (B) in any way contest the existence or powers of the Purchaser or its affiliatesto purchase the Series 2022 Bonds, (ii) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser or that could reasonably be expected to adversely affect its affiliates except litigationability to perform its obligations hereunder, proceedings or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of counsel to the Purchaser (A) will be entirely within applicable self-insurance program funding and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles) or (B) will not have a material adverse effect on the operations or condition, financial or otherwise, of the Purchaser and its affiliates, (iii) the representations and warranties of the Purchaser herein and in the Company Documents Purchase Agreement were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, and (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under the Company Documents, and (v) such other matters as are reasonably requested by the other parties in connection with the issuance of the Series 2002 Bond2022 Bonds. (d) The Purchaser shall execute a Representation Letter substantially in the form of Exhibit D-1 to the Indenture.

CONDITIONS TO THE OBLIGATIONS. The obligations hereunder shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed certified copy of the Ordinance, the Trust Indenture, the Lease and Base Lease, the Deed of TrustLease, the Performance Agreement, this Bond Purchase Agreement and any other instrument contemplated thereby thereby, and such documents shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Series 2002 Bond Bonds and that there is no controversy, suit or other proceeding of any kind pending or, to the knowledge of the Cityits knowledge, threatened against the City wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2002 BondBonds, or the constitutionality or validity of the obligations represented by the Series 2002 Bond Bonds or the validity of the Series 2002 Bond Bonds or any proceedings in relation to the issuance or sale thereof. (c) A certificate of the PurchaserThe Purchaser shall execute a certificate, dated the Closing Date, to the effect that (i1) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company DocumentsBonds, or (B) in any way contest the corporate existence or powers of the Purchaser or its affiliatesPurchaser, (ii2) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser that could reasonably be expected to adversely affect its ability to perform its obligations hereunder or its affiliates except litigationunder the Base Lease, proceedings the Lease or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of counsel to the Purchaser (A) will be entirely within applicable self-insurance program funding and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles) or (B) will not have a material adverse effect on the operations or condition, financial or otherwise, of the Purchaser and its affiliatesPerformance Agreement, (iii3) the representations and warranties of the Purchaser herein and in the Company Documents were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under the Company Documents, and (v4) such other matters as are reasonably requested by the other parties in connection with the issuance of the Series 2002 BondBonds.

CONDITIONS TO THE OBLIGATIONS. The obligations hereunder shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed certified (and recorded, as applicable) copy of the Ordinance, the Trust Indenture, the Lease and Base Lease, the Deed of TrustLease, the Redevelopment Agreement, this Bond Purchase Agreement and any other instrument contemplated thereby or hereby, and such documents shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Series 2002 Bond Bonds and that there is no controversy, suit or other proceeding of any kind pending or, to the knowledge of the Cityits knowledge, threatened against the City wherein any question is raised affecting in any way the legal organization of the City City, or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2002 BondBonds, or the constitutionality or validity of the obligations represented by the Series 2002 Bond Bonds or the validity of the Series 2002 Bond Bonds or any proceedings in relation to the issuance or sale thereof. (c) A certificate of the PurchaserThe Purchaser shall execute a certificate, dated the Closing Date, to the effect that (i1) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company DocumentsBonds, or (B) in any way contest the existence or powers of the Purchaser or its affiliatesPurchaser, (ii2) except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser that could reasonably be expected to adversely affect its ability to perform its obligations hereunder or its affiliates except litigationunder the Base Lease, proceedings the Lease or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of counsel to the Purchaser (A) will be entirely within applicable self-insurance program funding and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles) or (B) will not have a material adverse effect on the operations or condition, financial or otherwise, of the Purchaser and its affiliatesRedevelopment Agreement, (iii3) the representations and warranties of the Purchaser herein and in the Company Documents were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under the Company Documents, and (v4) such other matters as are reasonably requested by the other parties in connection with the issuance of the Series 2002 BondBonds.