Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Issuer and the Parent Guarantor contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Issuer and the Parent Guarantor made in any certificates pursuant to the provisions hereof, to the performance by each of the Issuer and the Parent Guarantor of its respective obligations hereunder and to the following additional conditions:
Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Issuers contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Issuers made in any certificates pursuant to the provisions hereof, to the performance by the Issuers of their respective obligations hereunder and to the following additional conditions: The Initial Purchaser shall have received from Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, counsel for the Company, an opinion, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Annex A attached hereto. The Initial Purchaser shall have received from Xxxx X. Xxxxxx, General Counsel for the Issuers, the opinion, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Annex B attached hereto. The Initial Purchaser shall have received from Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date and addressed to the Initial Purchaser, with respect to the issuance and sale of the Securities, the Indenture, the Registration Rights Agreement, the Disclosure Package, the Final Offering Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Initial Purchaser may reasonably require, and each of the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. The Company shall have furnished to the Initial Purchaser a certificate of the Company, signed by (x) the Chairman of the Board or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Offering Memorandum, any amendments or supplements thereto, and this Agreement and that: the representations and warranties of each Issuer in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Offering Memorandum (exclusive of an...
Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase the Purchased Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of each of the Seller and Wachovia contained herein as of the date hereof and as of the Closing Date, (ii) the performance by each of the Seller and Wachovia of its obligations hereunder and (iii) the following conditions:
Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase the Notes shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the "Execution Time"), and at the Closing Date as specified in Section 7(g), to the accuracy in all material respects of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder at or prior to the Closing Date and to the following additional conditions:
Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase the Notes and the Guarantees shall be subject to the accuracy of the representations and warranties of the Endeavour Parties contained herein at the Execution Time and the Closing Date (except to the extent such representations and warranties expressly relate to a specific earlier date (in which case such representations and warranties shall be true and correct as of such specified earlier date)), to the accuracy of the statements of the Endeavour Parties made in any certificates pursuant to the provisions hereof, to the performance by the Endeavour Parties of their obligations hereunder and to the following additional conditions:
Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase the Debentures shall be subject to the accuracy of the represen- tations and warranties on the part of the Company contained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the "Execution Time") and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
Conditions to the Obligations of the Initial Purchaser. The obligation of the Initial Purchaser to purchase the Notes shall be subject to the accuracy in all material respects of the representations and warranties of the Company contained herein, to the performance by the Company in all material respects of its obligations hereunder and to the following additional conditions:
Conditions to the Obligations of the Initial Purchaser. The obligation of the Initial Purchaser to purchase and pay for the Offered Notes as provided in this Agreement is subject to: • the accuracy of the representations and warranties on the part of Xxxxxx and WEST in this Agreement as of today and as of the Closing Date, • the accuracy of the statements of Xxxxxx and WEST made in any certificates delivered pursuant to this Agreement, • the performance by WEST and Xxxxxx of their respective obligations under this Agreement, and • the satisfaction of the following additional conditions with respect to the Offered Notes:
Conditions to the Obligations of the Initial Purchaser. The obligation of the Initial Purchaser to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and each Guarantor set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made, to the timely performance by the Company and each Guarantor of its covenants and other obligations hereunder, and to each of the following additional conditions:
