Conditions of Obligations Clause Samples
Conditions of Obligations. The obligations of each Underwriter hereunder to purchase the Notes to be delivered at the Time of Delivery will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions:
(1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission; (2) no Underwriter shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;
(b) At the Time of Delivery the Manager shall have received:
(1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order...
Conditions of Obligations. Each Agent's obligations to purchase the Notes as principal and to solicit offers to purchase the Notes as agent of the Company and the obligation of any purchaser of Notes sold through an Agent as agent, will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent:
Conditions of Obligations. Your obligations hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company contained in Section 1 hereof, the accuracy of the statements of the Company made pursuant to the provisions hereof, to the performance by the Company of its covenants, agreements and obligations contained in Sections 3 and 5 hereof, and to the following additional conditions:
Conditions of Obligations. The obligations of each Agent to solicit offers to purchase Notes as agent of the Company and any obligation of any Agent to purchase Notes pursuant to a Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Company contained herein and to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all its covenants and agreements herein contained and to the following additional conditions precedent:
Conditions of Obligations. The obligations of the Distributor, as agent of the Issuer, under this Agreement at any time to solicit offers to purchase the Securities and to purchase Securities from the Issuer as principal is subject to the accuracy, on the date hereof, on each Representation Date and on the date of each such solicitation, of the representations and warranties of the Issuer herein, to the accuracy, on each such date, of the statements of the Issuer's officers made pursuant to the provisions hereof, to the performance, on or prior to each such date, by the Issuer of its obligation hereunder, and to each of the following additional conditions precedent:
(a) The Prospectus, as amended or supplemented as of any Representation Date or date of such solicitation, as the case may be, shall have been filed with the Commission in accordance with the Rules and Regulations and no stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer or the Distributor, shall be contemplated by the Commission.
(b) Neither the Registration Statement nor the Prospectus, as amended or supplemented as of any Representation Date or date of such solicitation, as the case may be, shall contain any untrue statement of fact which, in the opinion of the Distributor, is material or omits to state a fact which, in the opinion of the Distributor, is material and is required to be stated therein or is necessary to make the statements therein in light of the circumstances under which they were made not misleading.
(c) There shall not have occurred (i) any change, or any development or event involving a prospective change, in or affecting particularly the business or properties of the Issuer or any of its subsidiaries that, in the judgment of the Distributor, materially impairs the investment quality of the Securities; (ii) any downgrading in the rating of any debt securities of the Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the N...
Conditions of Obligations. The obligations of the Agents to solicit offers to purchase the Notes as agents of the Company, the obligations of any purchasers of the Notes sold through an Agent as agent, and any obligation of an Agent to purchase Notes pursuant to a Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties of the Company contained herein and to the accuracy of the statements of the officers of the Company made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all of its covenants and agreements herein contained and to the following further conditions precedent.
Conditions of Obligations. The obligations of an Agent to solicit offers to purchase the Securities will be subject to the continued accuracy of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements contained herein and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no order shall have been issued by the Commission suspending or preventing the use of the General Disclosure Package or any prospectus, and no proceedings for such purpose shall be pending before or threatened by the Commission and any request by the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Agents.
(b) At the Closing Date, the Agents shall have received the opinion, dated as of the delivery date thereof, of Counsel of PACCAR and the Company, in form and substance reasonably satisfactory to the Agents and their counsel, to the effect that:
(i) PACCAR has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and the Company has been duly incorporated, is validly existing as a corporation, and is active under the laws of the State of Washington.
(ii) The Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus.
(iii) The Company is duly qualified and in good standing as a foreign corporation to transact business in each jurisdiction in which the failure to so qualify and be in good standing would materially adversely affect its business or financial condition.
(iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the General Disclosure Package and the Prospectus and the shares of issued and outstanding capital stock set forth therein have been duly authorized and validly issued and are fully paid and non-assessable and are owned, of record and beneficially, by PACCAR, free and clear of any mortgage, pledge, lien, claim or encumbrance except as described in the General Disclosure Package and the Prospectus.
(v) Such counsel does not know of any litigation or any governmental proceeding pend...
Conditions of Obligations. The Dealer Manager’s obligations hereunder shall be subject to the accuracy of the Company’s representations and warranties contained in Section 1 hereof, to the performance by the Company of its covenants, agreements and obligations contained in Section 4, Section 5, Section 7 and Section 8 hereof, and to the additional conditions set forth in Sections 9(a) and 9(b) below.
Conditions of Obligations. The obligations of the parties hereto are subject to the receipt of the approving opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇, P.C., Bond Counsel, with respect to the validity of the authorization and issuance of the Bonds.
Conditions of Obligations. Soliciting Dealer’s obligations hereunder will be subject to the accuracy of the representations and warranties on the part of the Sponsor, the performance by the Sponsor of its covenants contained in Section 2 hereof and Soliciting Dealer’s review of the Offering Circular and any sales literature. The obligations of the Sponsor hereunder will be subject to the accuracy of the representations and warranties on the part of Soliciting Dealer and performance of its covenants contained in Section 3 hereof.