Conditions of Agent’s Obligations. The obligations of the Agent hereunder are subject to (i) the accuracy of, as of the date hereof, each Bringdown Date, and each Time of Sale (in each case, as if made at such date), and compliance with, all representations, warranties and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:
(a) If the filing of the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Permitted Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration Statement, the Base Prospectus, the Prospectus, any Permitted Free Writing Prospectus or otherwise) shall have been complied with to the Agent's satisfaction.
(b) The Agent shall not have advised the Company that the Registration Statement, the Base Prospectus, the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent's opinion, is material, or omits to state a fact which, in the Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, in light of the circumstances under which they were made, not misleading.
(c) Except as set forth or contemplated in the Base Prospectus, the Prospectus and any Permitted Free Writing Prospectus, subsequent to the respective dates as of which information is given therein, the Company shall not have incurred any material liabilities or obligations, direct or contingent, or ...
Conditions of Agent’s Obligations. The obligations of the Agents hereunder are subject to the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof at each Representation Date, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:
Conditions of Agent’s Obligations. The obligations of the Agent hereunder are subject to (i) the accuracy, as of the date of this Agreement, each Representation Date, each Notice Date, each Applicable Time, and each Settlement Date (in each case, as if made at such date) of and compliance with all representations, warranties and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:
Conditions of Agent’s Obligations. The Company, the MHC, the Bank and the Agent agree that the issuance and sale of the Securities and all obligations of the Agent hereunder are subject to the accuracy of the representations and warranties of the Company, the MHC and the Bank herein contained as of the date hereof and the Closing Time, to the accuracy of the statements of officers and directors of the Company, the MHC and the Bank made pursuant to the provisions hereof, to the performance by the Company, the MHC and the Bank of their obligations hereunder, and to the following further conditions:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission, no order suspending the Offerings or authorization for final use of the Prospectus shall have been issued or proceedings therefor initiated or threatened by the OTS and no order suspending the sale of the Securities in any jurisdiction shall have been issued.
(b) At Closing Time, the Agent shall have received:
(1) The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx, L.L.P., counsel for the Company, the MHC and the Bank, in form and substance satisfactory to counsel for the Agent, providing that:
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.
(ii) The Company has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and to enter into and perform its obligations under this Agreement.
(iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of New Jersey and in each other jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect upon the financial condition, results of operations or business of the Company, the Bank and the Subsidiaries considered as one enterprise.
(iv) Upon consummation of the Conversion and Reorganization, the authorized, issued and outstanding capital stock of the Company will be as set forth in the Prospectus under "Capitalization," and no shares of Common Stock have been issued and remain outstanding prior to the Closing Time other than the shares issued to th...
Conditions of Agent’s Obligations. The obligations of the Agent hereunder with respect to any Shares that the Company has instructed the Agent to sell as agent and the obligations of the Agent hereunder and under any Terms Agreement with respect to any Shares that the Agent has agreed to purchase or has the option to purchase as principal pursuant to such Terms Agreement are subject to (i) the accuracy of the representations and warranties of the Company and the Operating Partnership contained herein, (a) as of the date of this Agreement, (b) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may be, (c) as of each subsequent Registration Statement Amendment Date and Company Periodic Report Date and (d) as of each Applicable Time and Delivery Date with respect to such Shares, (ii) the accuracy of the statements of the Company and the Operating Partnership made in any certificates pursuant to the provisions hereof, and (iii) the performance by the Company and the Operating Partnership of their respective covenants and other obligations hereunder and, if applicable, under such Terms Agreement, and to each of the following additional terms and conditions:
(a) The Company shall have filed the Prospectus and, in the case of any offering or sale of Shares pursuant to a Terms Agreement, the applicable preliminary prospectus with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act (without giving effect to Rule 424(b)(8)). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act in connection with the issuance and sale of the Shares, in each case used or referred to after the date hereof, within the applicable time periods prescribed for such filings under such Rule 433. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been instituted or threatened by the Commission; any request of the Commission for inclusion of additional information in the Registration Statement, any preliminary prospectus or the...
Conditions of Agent’s Obligations. The obligations of one or more Agents to purchase Notes from the Company as principal and to solicit offers for the purchase of Notes as an agent of the Company, and the obligations of any purchasers of Notes sold through an Agent as an agent of the Company, will be subject to the accuracy of the representations and warranties on the part of the Company herein contained or contained in any certificate of an officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance and observance by the Company of its covenants and other obligations hereunder, and to the following additional conditions precedent:
Conditions of Agent’s Obligations. The Partners Trust Parties and the Agent agree that the issuance and the sale of Securities and the issuance of the Exchange Shares and all obligations of the Agent hereunder are subject to the accuracy of the representations and warranties of the Partners Trust Parties herein contained as of the date hereof and the Closing Time, to the accuracy of the statements of officers and directors of the Partners Trust Parties made pursuant to the provisions hereof, to the performance by the Partners Trust Parties of their obligations hereunder, and to the following further conditions:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission, no order suspending the Offerings or authorization for final use of the Prospectus shall have been issued or proceedings therefor initiated or threatened by the OTS and no order suspending the sale of the Securities in any jurisdiction shall have been issued.
(b) At Closing Time, the Agent shall have received:
(1) The favorable opinion, dated as of Closing Time, of Xxxxx & Xxxxxxx, L.L.P., special counsel for the Partners Trust Parties, in form and substance satisfactory to the Agent.
(2) The favorable opinion, dated as of Closing Time, of Wachtell Lipton Xxxxx & Xxxx, counsel for BSB and BSB Bank, in form and substance satisfactory to the Agent.
(3) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
(4) In giving their opinions required by subsections (b)(l) and (b)(3), respectively, of this Section, Xxxxx & Xxxxxxx, L.L.P. and Xxxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLP shall each additionally state that nothing has come to their attention that would lead them to believe that the Registration Statement (except for financial statements and schedules and other financial data included therein, as to which counsel need make no statement), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements and schedules and other financial data included therein, as to which counsel need make no statement), at the time the Registration Statement became effective and at Closing Time, included an untrue st...
Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the obligations of Agent as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder and to the following conditions:
(a) At the date hereof, Agent shall receive an opinion of counsel of the Company that:
(i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus;
(ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith;
(iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy;
(iv) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown;
(v) the Registration Stat...
Conditions of Agent’s Obligations. Each Agent's obligations hereunder are subject to the following conditions:
Conditions of Agent’s Obligations. The obligations of one or more Agents to purchase Notes from a Trust as principal and to solicit offers for the purchase of Notes as an agent of such Trust, and the obligations of any purchasers of Notes sold through an Agent as an agent of such Trust, will be subject to the accuracy of the representations and warranties, as of the date on which such representations and warranties were made or deemed to be made pursuant to Section 3 hereof, on the part of such Trust and the Company herein contained or contained in any certificate of an officer of such Trust or the Company, respectively, delivered pursuant to the provisions 18 hereof, to the performance and observance by such Trust and the Company of their respective covenants and other obligations hereunder, and to the following additional conditions precedent:
