Conditions to Agent’s Obligations Sample Clauses

Conditions to Agent’s Obligations. The obligations of the Agent in this Agent Agreement shall be subject to the accuracy of and compliance with, as of the date hereof, and on each closing date for the sale of the Common Shares, the representations, covenants, and warranties contained in Sections 4 and 6 hereof, the performance by the Company of its obligations hereunder, and to the following further conditions: (a) The Agent shall have received on or before the commencement date for the Offering an opinion from Paine, Hamblen, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Spokane, Washington (the “Company Counsel”) satisfactory in form and substance to the Agent and its counsel, to the effect that: (i) Upon the commencement date of the Offering, the Company will be a company in good standing and validly existing under the laws of the State of Alaska, fully authorized to transact the business in which it is engaged, and authorized to enter into this Agent Agreement; (ii) The Common Shares, Warrants and Common Shares issuable upon exercise of the Warrants when issued and sold will be validly and legally issued and the offering of the Common Shares, Warrants and Common Shares will be as described in the Memorandum have been duly authorized by the Company; (iii) The Offering will not result in the breach of any of the terms or conditions of, or constitute a default under any loan commitment, agreement, or other instrument of which such counsel has knowledge and to which the Company is a party or violate any order of any court or any federal or state regulatory body or administrative agency having jurisdiction over the Company or over the Company’s property; (iv) To the best knowledge of such Company Counsel, upon reasonable inquiry, there is not in existence, pending nor threatened any action, suit or proceeding to which the Company or any director thereof is a party, except as may be set forth in the Memorandum or any supplement thereto, before any court or governmental agency or body, which action, suit or proceeding might, if decided adversely, materially affect the subject matter of this Agent Agreement, the Offering or the financial condition, business or prospects of the Company; (v) The disclosures to be made in the Memorandum, together with the Company’s offer to each subscriber to provide access to additional information, are sufficient to satisfy the “information requirements” of Rule 502 of Regulation D assuming the receipt by each subscriber of a copy of the Memorandum; (vi) registration under the 1...

Conditions to Agent’s Obligations. The obligations of the 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 (other than those representations and warranties made as of a specified date or time), to the due performance in all material respects by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions as of each Representation Date.

Conditions to Agent’s Obligations. The obligations of Agent hereunder with respect to a Placement in any Agency Transaction, and the obligations of Agent with respect to a Principal Transaction pursuant to any Terms Agreement and this Agreement, will in each case be subject to the continuing accuracy and completeness of the representations and warranties made by the Company and the Operating Partnership herein, to the due performance by the Company of its obligations hereunder and under any Terms Agreement, as applicable, to the completion by Agent of a due diligence review satisfactory to Agent in its reasonable judgment, and to the continuing satisfaction (or waiver by Agent in its sole discretion) of the following additional conditions:

Conditions to Agent’s Obligations. The obligations of Agent hereunder and the occurrence of the Closing and the Offering are subject to the condition that all representations and warranties and other statements of the Primary Parties herein contained are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct, the condition that the Primary Parties shall have performed all of their obligations hereunder to be performed on or before such dates and to the following further conditions: (a) The Registration Statement shall have been declared effective by the Commission and the prospectus contained in the MHC-2 shall have been approved by the OTS for mailing prior to the commencement of the Offering, and no stop order or other action suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or, to any of the Primary Parties’ best knowledge, threatened by the Commission or any state authority and no order or other action suspending the authorization for use of the Prospectus or the consummation of the Offering shall have been issued or proceedings therefore initiated or, to any of the Primary Parties’ best knowledge, threatened by the OTS, the Commission, or any other governmental body. (b) At the Closing Date, Agent shall have received: (1) The favorable opinion, dated as of the Closing Date, of M▇▇▇▇▇▇ ▇▇▇▇▇▇ & A▇▇▇▇▇▇ LLP acceptable to Agent in form and substance satisfactory to counsel for Agent, as set forth in Exhibit 1. (2) The letter of M▇▇▇▇▇▇ ▇▇▇▇▇▇ & Aguggia LLP in form and substance to the effect that during the preparation of the Registration Statement and the Prospectus, M▇▇▇▇▇▇ ▇▇▇▇▇▇ & A▇▇▇▇▇▇ LLP participated in conferences with certain officers of and other representatives of the Primary Parties, counsel to Agent, representatives of the independent public accounting firm for the Primary Parties and representatives of Agent at which the contents of the Registration Statement and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 9(b)(1)) M▇▇▇▇▇▇ ▇▇▇▇▇▇ & Aguggia LLP has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, on the basis of the foregoing, nothing has come to the attention of M▇▇▇▇▇▇ ▇▇▇▇▇▇ & A▇...

Conditions to Agent’s Obligations. The obligations of any Agent, as agent of the Company, at any time to solicit offers to purchase the Notes, and the obligation of any Agent to purchase Notes as a purchaser pursuant to any Terms Agreement, will be subject to the accuracy, as of the date hereof, and, (i) as of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference into the Prospectus), (ii) as of the date any supplement to the Prospectus is filed with the Commission, (iii) as of the Trade Date with respect to any Note or, if applicable, any Terms Agreement, (iv) as of the Time of Sale and (v) as of the Settlement Date with respect to any Note for any purchaser or for an Agent as purchaser under a Terms Agreement, of the representations and warranties on the part of the Company in this Agreement (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference), to the accuracy of the statements of Company officers made pursuant to the provisions of this Agreement, to the performance by the Company of its obligations under this Agreement and to the following additional conditions precedent to the extent applicable:

Conditions to Agent’s Obligations. The obligations of Agent assumed on behalf of the Joint Venturers hereunder will be subject to the satisfaction or compliance with, at or before Closing, of each of the following conditions precedent (each of which is hereby acknowledged to be included for the exclusive benefit of Agent and may be waived in writing in whole or in part): a. the execution and delivery of all of the closing deliveries identified in Section 7.3; b. Subject to Agent's and the Joint Venturers' reliance on Alya's representation and warranty set out in subsection 4.1(r) herein, all legal and regulatory approvals and consents, whether from shareholders, governmental authorities or other third parties necessary to the completion of the transactions contemplated by the terms of this Agreement have been obtained; c. there will have been no material adverse change, financial or otherwise, in Alya or the Purchased Assets; d. Alya will have performed or complied with, in all respects, all of its undertakings, covenants and agreements hereunder to be performed or complied with; and e. the representations and warranties of Alya contained in Section 4.1 will be true and correct on Closing.

Conditions to Agent’s Obligations. The obligations of the Agents hereunder are subject to the accuracy of the representations and warranties on the part of Westpac contained herein, the accuracy of the statements of Westpac’s officers made in any certificates furnished pursuant to the provisions hereof, the performance and observance by Westpac of all of its covenants and agreements herein contained, and the following additional conditions (it being understood that references in subsections (a) through (c) of this Section 3 and in Exhibits B, C and D hereto to “General Disclosure Package” and “Prospectus” shall apply only when the documents described in subsections (a) through (c) of this Section 3 are required to be delivered in connection with the issuance of a series of Notes pursuant to the requirements of Section 9 hereof or the applicable Terms Agreement and, as used herein, mean the General Disclosure Package and the Prospectus, respectively, with respect to such series of Notes):

Conditions to Agent’s Obligations. The obligations of the Agents hereunder with respect to any sale of Placement Securities will be subject to the completion by the Agents of a due diligence review satisfactory to the Agents in their reasonable judgment, and to the continuing satisfaction (or waiver by both the Agents, in their sole discretion) of the following additional conditions: (a) (i) the Canadian Prospectus Supplement in relation to the applicable Placement Securities shall have been filed with the Qualifying Authorities under the Shelf Procedures; and

Conditions to Agent’s Obligations. The Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions: