Common use of Conditions to Agent’s Obligations Clause in Contracts

Conditions to Agent’s Obligations. The obligation of an --------------------------------- Agent, as agent of the Company, at any time (each a "Solicitation Time"), to solicit offers to purchase the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or otherwise, shall be subject, in such Agent's discretion, to the conditions that: (i) all of the representations and warranties of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement or other agreement with an Agent to purchase Securities as principal, in or incorporated in such agreement by reference) were true and correct (A) on the Commencement Date; (B) each time that the Registration Statement or the Prospectus shall be amended or supplemented, (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed by the Company under the Act or Exchange Act, (D) at the date of each acceptance by the Company of an offer to purchase Securities procured by such Agent, as agent, and each agreement by the Company, pursuant to a Terms Agreement or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principal, as the case may be, (ii) prior to such Solicitation Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent, (iv) there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission which are acceptable to the Agents and which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a suspension or material limitation of trading in securities generally on the New York Stock Exchange; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement by the United States in hostilities or any escalation of hostilities, the effect of which, in the judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other agreement; or (D) any downgrading, or any notice shall have been given of any intended or potential downgrading, of the Securities by either Moody's Investors Service or Standard & Poor's Corporatxxx. Xn addition to the foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or other agreement, shall be subject, in such Agent's discretion, to the further condition that there shall not have been, since the date of such Terms Agreement or other agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

Conditions to Agent’s Obligations. The obligation Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions: (a) The Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of an --------------------------------- Agent, such counsel shall be full and complete authorization and protection to the Agent as agent to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever in the performance of its duties under this Agreement the Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company, at prior to taking or suffering any time action hereunder, such fact or matter (each unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved and established by a "Solicitation Time"), to solicit offers to purchase certificate signed by the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or otherwise, shall be subject, in such Agent's discretion, to the conditions that: (i) all Chairman of the representations Board, President or a Vice President and warranties by the Secretary or Assistant Secretary of Treasurer or Assistant Treasurer of the Company and delivered to the Agent, and such certificate shall be full authorization to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Agent shall be liable hereunder only for its own gross negligence or willful misconduct. (d) Nothing herein shall preclude the Agent from acting in any other capacity for the Company or for any other legal entity. (and, e) The Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the case of an obligation of an Agent under a Terms Agreement Subscription Certificates or other agreement with an Agent be required to purchase Securities as principalverify the same, in or incorporated in but all such agreement by reference) were true statements and correct (A) on the Commencement Date; (B) each time that the Registration Statement or the Prospectus recitals are and shall be amended or supplemented, (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed deemed to have been made by the Company only. (f) The Agent shall not be under any responsibility in respect of the Act validity of this Agreement or Exchange Act, the execution and delivery hereof (Dexcept the due execution hereof by the Agent) at or in respect of the date validity or execution of each acceptance any Subscription Certificate; nor shall it be responsible for any breach by the Company of an offer any covenant or condition contained in this Agreement or in any Subscription Certificate; nor shall it by any act hereunder be deemed to purchase Securities procured by such Agentmake any representation or warranty as to the authorization or reservation of any Common Stock or other securities to be issued pursuant to this Agreement or any Subscription Certificate or as to whether any shares of Common Stock, as agentor any shares or similar units of other securities, will, when issued, be validly authorized and issued, fully paid, and each agreement by the Companynonassessable. (g) The Company agrees that it will perform, pursuant to a Terms Agreement execute, acknowledge and deliver, or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principal, as the case may be, (ii) prior to such Solicitation Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore cause to be performed, (iii) executed, acknowledged and delivered, all requests such further and other acts, instruments and assurances as may reasonably be required by the Agent for additional information on the part carrying out or performing by the Agent of the Commission provisions of this Agreement. (h) No provision of this Agreement shall have been complied with require the Agent to expend or risk its own funds or otherwise incur any financial liability in the reasonable satisfaction performance of such Agent, (iv) any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. (i) The Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission which are acceptable writing mailed to the Agents and which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, Company by registered or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a suspension or material limitation of trading in securities generally on the New York Stock Exchange; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement by the United States in hostilities or any escalation of hostilities, the effect of which, in the judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other agreement; or (D) any downgrading, or any notice shall have been given of any intended or potential downgrading, of the Securities by either Moody's Investors Service or Standard & Poor's Corporatxxxcertified mail. Xn addition to the foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or other agreement, shall be subject, in such Agent's discretion, to the further condition that there shall not have been, since the date of such Terms Agreement or other agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessSection 21.

Conditions to Agent’s Obligations. The obligation of an --------------------------------- Agent, as agent of the Company, at any time (each a "Solicitation Time"), to solicit offers to purchase the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or otherwise, shall be subject, in such Agent's discretion, to the conditions that: (i) all of the representations and warranties of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement or other agreement with an Agent to purchase Securities as principal, in or incorporated in such agreement by reference) were true and correct (A) on the Commencement Com- mencement Date; (B) each time that the Registration Statement or the Prospectus shall be amended or supplemented, (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed by the Company under the Act or Exchange Act, (D) at the date of each acceptance by the Company of an offer to purchase Securities procured by such Agent, as agent, and each agreement by the Company, pursuant to a Terms Agreement or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principal, as the case may be, (ii) prior to such Solicitation Solicita- tion Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent, (iv) there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission which are acceptable to the Agents and which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a suspension or material limitation of trading in securities generally on the New York Stock Exchange; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement by the United States in hostilities or any escalation of hostilities, the effect of which, in the judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other agreement; or (D) any downgradingdown- grading, or any notice shall have been given of any intended or potential downgrading, of the Securities by either Moody's Investors Xxxxxxxrs Service or Standard & Poor's CorporatxxxCorporation. Xn In addition to the foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or other agreement, shall be subject, in such Agent's discretion, to the further condition that there shall not have been, since the date of such Terms Agreement or other agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

Conditions to Agent’s Obligations. The obligation --------------------------------- of an --------------------------------- Agent, as agent of the Company, at any time (each a "Solicitation Time"), to solicit offers to purchase the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or otherwise, shall be subject, in such Agent's discretion, to the conditions that: (i) all of the representations and warranties of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement or other agreement with an Agent to purchase Securities as principal, in or incorporated in such agreement by reference) were true and correct (A) on the Commencement Date; (B) each time that the Registration Statement or the Prospectus shall be amended or supplemented, (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed by the Company under the Act or Exchange Act, (D) at the date of each acceptance by the Company of an offer to purchase Securities procured by such Agent, as agent, and each agreement by the Company, pursuant to a Terms Agreement or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principal, as the case may be, (ii) prior to such Solicitation Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent, (iv) there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission which are acceptable to the Agents and which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a suspension or material limitation of trading in securities generally on the New York Stock ExchangeExchange or in any securities of the Company on the Nasdaq National Market or any relevant exchange; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement by the United States in hostilities or any escalation of hostilities, the effect of which, in the judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other agreement; or (D) any downgrading, or any notice shall have been given of any intended or potential downgrading, of the Securities by either Moody's Xxxxx'x Investors Service or Standard & Poor's CorporatxxxCorporation. Xn In addition to the foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or other agreement, shall be subject, in such Agent's discretion, to the further condition that there shall not have been, since the date of such Terms Agreement or other agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

Conditions to Agent’s Obligations. The obligation of an --------------------------------- Agent, as --------------------------------- agent of the Company, at any time (each a "Solicitation Time"), to solicit offers to purchase the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or otherwise, shall be subject, in such Agent's discretion, to the conditions that: (i) all of the representations and warranties of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement or other agreement with an Agent to purchase Securities as principal, in or incorporated in such agreement by reference) were true and correct (A) on the Commencement Date; (B) each time that the Registration Statement or the Prospectus shall be amended or supplemented, (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed by the Company under the Act or Exchange Act, (D) at the date of each acceptance by the Company of an offer to purchase Securities procured by such Agent, as agent, and each agreement by the Company, pursuant to a Terms Agreement or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principal, as the case may be, (ii) prior to such Solicitation Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent, (iv) there shall be in full force and effect orders of the Oregon Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission which are acceptable to the Agents and which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a suspension or material limitation of trading in securities generally on the New York Stock ExchangeExchange or in any securities of the Company on the New York Stock Exchange or any relevant exchange; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement by the United States in hostilities or any escalation of hostilities, the effect of which, in the judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other agreement; or (D) any downgrading, or any notice shall have been given of any intended or potential downgrading, of the Securities by either Moody's Xxxxx'x Investors Service or Standard & Poor's CorporatxxxCorporation. Xn In addition to the foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or other agreement, shall be subject, in such Agent's discretion, to the further condition that there shall not have been, since the date of such Terms Agreement or other agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

Conditions to Agent’s Obligations. The obligation of an --------------------------------- Agent, as agent of the Company, at any time (each a "“Solicitation Time"”), to solicit offers to purchase the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or otherwise, shall be subject, in such Agent's ’s discretion, to the conditions that: (i) all of the representations and warranties of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement or other agreement with an Agent to purchase Securities as principal, in or incorporated in such agreement by reference) were true and correct (A) on the Commencement Date; (B) each time that the Registration Statement or the Prospectus shall be amended or supplemented, (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed by the Company under the Act or Exchange Act, (D) at the date of each acceptance by the Company of an offer to purchase Securities procured by such Agent, as agent, and each agreement by the Company, pursuant to a Terms Agreement or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principal, as the case may be, (ii) prior to such Solicitation Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent, (iv) there shall be in full force and effect orders of the Public Utility Commission of Oregon OPUC and the Washington Utilities and Transportation Commission which are acceptable to the Agents and WUTC which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a suspension or material limitation of trading in securities generally on the New York Stock ExchangeExchange or in any securities of the Company on the New York Stock Exchange or any relevant exchange or a material disruption in securities settlement or clearance services in the United States; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement by any material adverse change in the financial markets in the United States in States, any outbreak of hostilities or any escalation of hostilitiesthereof or other calamity or crisis or material adverse change in national financial or economic conditions, in each case, the effect of which, in the reasonable judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other agreement; or (D) unless known to such Agent prior to such Solicitation Time, any downgrading, or any notice shall have been given of any intended or potential downgrading, of the Securities by either Moody's Xxxxx’x Investors Service or Standard & Poor's Corporatxxx’s Rating Group. Xn In addition to the foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or other agreement, shall be subject, in such Agent's ’s discretion, to the further condition that there shall not have been, since the date of such Terms Agreement or other agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

Conditions to Agent’s Obligations. The obligation of --------------------------------- an --------------------------------- Agent, as agent of the Company, at any time (each a "Solicitation Time"), ) to solicit offers to purchase the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a any Terms Agreement or otherwise, in each case, shall be subject, in such Agent's discretion, to the conditions that: (i) all of the representations and warranties of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement or other agreement with an Agent to purchase Securities as principal, in or incorporated in such agreement by reference) were true and correct (A) on the Commencement Date; (B) each time that the Registration Statement or the Prospectus shall be amended or supplementedsupplemented (other than by a Pricing Supplement), (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed by the Company under the Act or Exchange Act, and (D) at the date of each acceptance by the Company of an offer to purchase Securities procured by on such Agent, as agent, and each agreement by the Company, pursuant to a Terms Agreement Solicitation Time or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principalDelivery, as the case may be, (ii) prior to such Solicitation Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent, and (iv) there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission which are acceptable to the Agents and which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a any general suspension or material limitation of trading in securities generally on the New York Stock ExchangeExchange or the establishment by the New York Stock Exchange or by the Commission or by any Federal or State agency or by the decision of any court, any limitation on prices for such trading or any restrictions on the distribution of securities, all to such a degree as, in such Agent's judgment, would restrict materially a free market for the Securities; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement outbreak or escalation of hostilities involving the United States or the declaration by the United States in hostilities of a national emergency or any escalation of hostilitieswar, if the effect of whichany such event, in the judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other such agreement; (D) a substantial loss, on the part of the Company or any Subsidiary, by fire, explosion, flood, accident or other calamity which renders it inadvisable to consummate the sale of the Securities (regardless of whether or not such loss shall have been insured); or (DE) any downgrading, or any notice either (i) a downgrading shall have been given of any intended or potential downgradingoccurred in the rating accorded the Company's long-term debt by Xxxxx'x Investors Service, of the Securities by either Moody's Investors Service Inc. or Standard & Poor's Corporatxxx. Xn addition to the foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement Corporation or other agreement, shall be subject, in such Agent's discretion, to the further condition that there shall not have been, since the date (ii) either of such Terms Agreement organizations shall have publicly announced that it has under surveillance or other agreement or since the respective dates as review with a possibility of which information is given in the Registration Statement, downgrading its rating of any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessCompany's long-term debt.

Conditions to Agent’s Obligations. The obligation of an --------------------------------- Agent, as agent of the Company, at any time (each a "Solicitation Time"), to solicit offers to purchase the Securities and the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or otherwise, shall be subject, in such Agent's discretion, to the conditions that: (i) all of the representations and warranties of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement or other agreement with an Agent to purchase Securities as principal, in or incorporated in such agreement by reference) were true and correct (A) on the Commencement Date; (B) each time that the Registration Statement or the Prospectus shall be amended or supplemented, (C) each time a document incorporated by reference in the Prospectus as amended or supplemented shall be filed by the Company under the Act or Exchange Act, (D) at the date of each acceptance by the Company of an offer to purchase Securities procured by such Agent, as agent, and each agreement by the Company, pursuant to a Terms Agreement or otherwise, to sell Securities to an Agent, as principal, (E) at each Settlement Date, and (F) at each Time of Delivery of Securities so to be purchased by such Agent, as principal, as the case may be, (ii) prior to such Solicitation Time or such Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent, (iv) there shall be in full force and effect orders of the Public Utility Commission of Oregon OPUC and the Washington Utilities and Transportation Commission which are acceptable to the Agents and WUTC which permit the issuance and sale of the Securities substantially in accordance with the terms and conditions of this Agreement, (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before, or to the knowledge of the Company contemplated by, the Commission, and (vi) there shall not have occurred: (A) a suspension or material limitation of trading in securities generally on the New York Stock ExchangeExchange or in any securities of the Company on the New York Stock Exchange or any relevant exchange or a material disruption in securities settlement or clearance services in the United States; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (C) an engagement by any material adverse change in the financial markets in the United States in States, any outbreak of hostilities or any escalation of hostilitiesthereof or other calamity or crisis or material adverse change in national financial or economic conditions, in each case, the effect of which, in the reasonable judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal on the terms and in the manner contemplated by this Agreement and, if applicable, any Terms Agreement or other agreement; or (D) unless known to such Agent prior to such Solicitation Time, any downgrading, or any notice shall have been given of any intended or potential downgrading, of the Securities by either Moody's Investors Service or Standard & Poor's CorporatxxxRating Group. Xn addition to the In additiox xx xxe foregoing, the obligation of an Agent to purchase Securities as principal, pursuant to a Terms Agreement or other agreement, shall be subject, in such Agent's discretion, to the further condition that there shall not have been, since the date of such Terms Agreement or other agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.