Conditions to the Fund’s Obligations Sample Clauses

Conditions to the Fund’s Obligations. The obligations of the Fund to ------------------------------------ purchase the Fund Purchased Securities under this Agreement (and consequently, the several Underwriters to purchase the Fund Shares under the Underwriting Agreement) shall be subject to the continuing accuracy in all material respects of all representations and warranties of the Company and the Bank Trust contained in the Operative Agreements, as of the date hereof and as of the Closing Date (or the Option Closing Date as the case may be), and to the delivery of the following: (a) The Company shall provide the Fund at the Closing Date or the Option Closing Date, as the case may be, with a legal opinion from Smith, Mackinnon, Greeley, Bowdoin & ▇▇▇▇▇▇▇, P.A. addressed to ▇▇▇ Trust Preferred Fund I, in the form attached hereto as Exhibit A. (b) The Company shall provide the Fund at the Closing Date or the Option Closing Date, as the case may be, with a legal opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ LLP addressed to ▇▇▇ Trust Preferred Fund I and to the Company, in the form as attached hereto as Exhibit B. (c) The Company shall provide the Fund at the Closing Date or the Option Closing Date, as the case may be, with a legal opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ LLP addressed to ▇▇▇ Trust Preferred Fund I, in the form attached hereto as Exhibit C. (d) The Company shall provide the Fund, as of the Closing Date or the Option Closing Date, as the case may be, with a customary cold-comfort letter addressed to ▇▇▇ Trust Preferred Fund I from its independent certified public accountants in accordance with FASB standards with respect to the Financial Statements and any and all other financial data relating to the Company or the Bank contained in the Registration Statement or Prospectus which letters are reasonably acceptable to the Fund and the basic content of which is agreed to by the independent certified public accountants. (e) On the Closing Date, the Company shall have delivered to the Fund copies of the manually signed Operative Agreements other than this Agreement and the Company/Sterne Agee Agreement which shall be executed by each of the parties and originals of which shall be delivered to each party on the same date as the Underwriting Agreement. A certificate of the Company's secretary shall confirm the continued validity of the Operative Agreements on the Closing Date (with respect only to this Agreement and the Company/Sterne Agee Agreement) and the Option Closing Date. (f) The Company shall provide the Fund, as ...

Conditions to the Fund’s Obligations. Each Fund's obligation to purchase and pay for the Senior Notes to be purchased by it at the Closing shall be subject to the satisfaction of the following conditions on or prior to the Closing Date:

Conditions to the Fund’s Obligations. The obligations of the Fund hereunder shall be subject to the following conditions: a. That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the requisite votes of the holders of the outstanding shares of beneficial interest of the Fund entitled to vote. b. [Reserved.] c. That Century Capital Management Trust, on behalf of the New Fund, shall have executed and delivered to the Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which the New Fund will assume all of the liabilities of the Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement, other than liabilities arising pursuant to this Agreement. d. That the New Fund shall have furnished to the Fund a statement, dated the Exchange Date, signed by Century Capital Management Trust's Chairman (or any Vice President) and Chief Investment Officer certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of the New Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that the New Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates; and that Century Capital Management Trust shall have furnished to the Fund a statement, dated the Exchange Date, signed by an officer of Century Capital Management Trust certifying that as of the Valuation Time and as of the Exchange Date, to the best of Century Capital Management Trust's knowledge, after due inquiry, all representations and warranties of the New Fund made in this Agreement are true and correct in all material respects as if made at and as of such date. e. That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. f. That the Fund shall have received an opinion of counsel to the New Fund in form satisfactory to counsel to the Fund, and dated the Exchange Date, to the effect that (i) Century Capital Management Trust is a Massachusetts business trust duly formed and is validly existing under the laws of The Commonwealth of Massachusetts and has the power to own all its properties and to carry on its business as presently conducted; (ii) the Reorganization Shares to be delivered to the Fund as provided for by this Agreement are duly authorized and upon such deli...