Conditions to the Sales Agent’s Obligations Clause Samples
The "Conditions to the Sales Agent’s Obligations" clause defines the specific requirements that must be satisfied before the sales agent is required to perform their duties under the agreement. These conditions may include the delivery of certain documents, the fulfillment of regulatory approvals, or the occurrence of specific events, such as the seller making required disclosures or representations. By clearly outlining these prerequisites, the clause ensures that the sales agent is not obligated to proceed unless all necessary conditions are met, thereby protecting the agent from undue risk and ensuring that both parties are prepared for the transaction to move forward.
Conditions to the Sales Agent’s Obligations. The obligations of the Sales 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, to the due performance by the Company of its obligations hereunder, to the completion by the Sales Agent of a due diligence review satisfactory to the Sales Agent in its reasonable judgment, and to the continuing satisfaction (or waiver by the Sales Agent in its sole discretion) of the following additional conditions:
Conditions to the Sales Agent’s Obligations. The obligations of the Applicable Sales Agent with respect to a Placement as provided herein shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Adviser set forth, respectively, in Sections 1 and 2 (the “Representations and Warranties”) hereof, and in the certificate of any officer of the Company delivered pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:
(a) The Registration Statement and all post-effective amendments thereto, including any filing under Rule 462(b), shall have become effective; any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Sales Agents and complied with to its reasonable satisfaction; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission; and no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued which would prevent (i) all sales of Placement Securities issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Securities contemplated to be issued by any Placement Notice.
(b) Unless waived by the Applicable Sales Agent, the Applicable Sales Agent shall have received, as required to be delivered pursuant to Section 8(z) on or before the date on which delivery of the opinions and negative assurance letters, as applicable, is required pursuant to Section 8(z), (i) such opinions and negative assurance letter, addressed to such Applicable Sales Agent, of Company Counsel, or other counsel satisfactory to the such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, and (ii) such opinions, addressed to such Applicable Sales Agent, of Sales Agents’ Counsel, or other counsel satisfactory to such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is requi...
Conditions to the Sales Agent’s Obligations. The obligations of the Sales Agent hereunder are subject, during the full term of this Agreement and the Offering, to the conditions that: (a) at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Shares remain unsold, the Registration Statement shall remain in full force and effect authorizing the offer and sale of the Shares; (b) no stop order suspending the effectiveness of the Offering or other order restraining the offer or sale of the Shares shall have been issued nor proceedings therefor initiated or threatened by any state regulatory agency or the SEC; and (c) the SIA shall have satisfactorily performed all of its obligations hereunder and complied with the covenants set forth in Section 6 hereof.