Conditions of Placement Agent’s Obligations Clause Samples

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder and the Investors under the Subscription Agreements are subject to the following conditions: (a) Filings with the Commission. Each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 3(a) hereof.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the following conditions: (a) Filings with the Commission. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act at or before 5:30 p.m., Eastern time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Securities Act).

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuer’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuer, dated as of the date of the First Closing (Issuer only for subsequent Closings), certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (g) OPCO and Issuer shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days prior to the Fir...

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the following conditions:

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent and the Purchaser on the Closing Date are subject to the accuracy of the representations and warranties of the Offerors contained in Section 1 hereof or in certificates of any Administrator of the Trust or any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Offerors of their obligations hereunder, and to the following further conditions:

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceedings for that purpose shall have been initiated or threatened by any securities or other governmental authority (including, without limitation, the Commission), and any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such other authorities and after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Placement Agent and the Placement Agent did not reasonably object thereto in good faith. (b) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been (i) any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (ii) any loss or interference with its business from fire, explosion, storm, flood, act of war, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement or the Prospectus, the effect of which, in any such case described in clauses (i) and (ii) above, is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated by the Prospectus. (c) The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that (i) the Registration Statement, or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of the Placement Agent, is materi...

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties of the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed by, and complied with, it under the Transaction Documents (as defined below) at or before the applicable Closing. (c) No order suspending the use of the Disclosure Materials or enjoining the offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, are contemplated or threatened. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of each Closing Date, certifying, in such detail as Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) at the First Closing a currently dated good standing certificate from the secretary of state of its jurisdiction of incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii...

Conditions of Placement Agent’s Obligations. The obligations of the --------------------------------------------- Placement Agent to cause the placement of the Units, as provided herein, shall be subject, in its reasonable discretion, to the continuing accuracy of the representations and warranties of the Company contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the date hereof and as of each Closing Date to the performance by the Company of its obligations hereunder, and to the following conditions: (a) The Placement Agent shall have received the favorable opinion of Tannenbaum Helpern Syracuse & Hir▇▇▇▇▇▇▇▇ LLP, counsel for the Company, dated the date of each Closing Date, addressed to the Placement Agent, with such number of reproduced copies or signed counterparts thereof for the Placement Agent as shall be satisfactory to the Placement Agent, to the effect that: (i) the Company is a corporation, duly organized and validly existing, and in good standing under the laws of Delaware with full power and authority, to own, lease, license, and use its properties and assets and to conduct its business in the manner described in the Prospectus; (ii) the authorized capital stock of the Company consists of 100,000,000 Shares of Common Stock, of which 15,025,000 Shares are outstanding. Each outstanding Share of Common Stock, is duly authorized and validly issued, and has not been issued and is not owned or held in violation of any preemptive right of stockholders. To the knowledge of such counsel, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the Company, or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for, capital stock of the Company, except as shall be properly described in the Prospectus. To the knowledge of such counsel, there is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Company, except as may be properly described in the Prospectus; (iii) the Company has obtained from each of its directors, officers and affiliates (as defined in the Regulations), and from each other person or entity who beneficially owned as of the Effective Date Shares of Common Stock of the Company, other than persons listed on EXHIBIT A enforceable written agreements, in form and substance sa...