Common use of Conditions of Company's Obligations Clause in Contracts

Conditions of Company's Obligations. The obligations of the Company hereunder shall be subject to the following conditions: (a) The Prospectus, and any amendments or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved by the Company. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 5:00 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company upon notice thereof to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 7(h) hereof.

Conditions of Company's Obligations. The obligations of the Company hereunder shall be to sell and deliver the Securities are subject to the following conditions: (a) The ProspectusPrior to the Closing Date, and any amendments or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved by the Company. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, have been issued and no proceedings for that purpose shall be pending beforehave been instituted or, to the knowledge of the Company or threatened bythe Representatives, the Commission on the Closing Datethreatened. (cb) Prior to 5:00 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there The PSC shall have been issuedgranted authorization, and on the Closing Date there such authorization shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing permitting the issuance and sale of the Bonds on Securities upon the terms herein and conditions hereunder set forth or contemplated and containing no provision unacceptable to the Company. (c) The Underwriters shall have furnished to the Company by reason of completed underwriters' questionnaires from each underwriter named in Schedule II hereto, in form and substance satisfactory to counsel for the fact that it isCompany, which disclose no relationship between any such underwriter, or its directors, officers or partners, and the Company or the Trustee, or the directors, officers or partners thereof, which would require, in the judgment opinion of such counsel, an amendment of the Company, materially adverse to Statement of Eligibility under the Company, it being understood that no order heretofore issued contains any such unacceptable provisionTrust Indenture Act on Form T-l filed by the Trustee and disqualification of the Trustee. In case If any of the conditions specified in this Section 9 7 shall not have been fulfilled, this Underwriting Agreement and all obligations of the Company hereunder may be terminated canceled on or at any time prior to the Closing Date by the Company upon notice thereof Company. Notice of such cancellation shall be given to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided Underwriters in Section 7(h) hereofwriting or by telephone or telegraph confirmed in writing.

Conditions of Company's Obligations. The obligations of the Company hereunder shall be to sell and deliver the Bonds on the Closing Date are subject to the following conditions: (a) The ProspectusAt the Closing Date, and any amendments or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved by the Company. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior proceeding therefor shall have been instituted or, to the knowledge of the Company, shall be contemplated. (b) At or before the Closing Date, the Kentucky Public Service Commission and no proceedings for that purpose the State Corporation Commission of the Commonwealth of Virginia and any other regulatory authority whose consent or approval shall be pending beforerequired for the issue and sale of the Bonds by the Company shall have taken all requisite action, or threatened byall such requisite action shall be deemed in fact and law to have been taken, the Commission to authorize such issue and sale on the Closing Dateterms set forth in the Prospectus. (c) Prior to 5:00 P.M., New York time, on At or before the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the CompanyClosing Date, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified in this Section 9 shall not have been fulfilledany closures or reduced operations of governmental or regulatory authorities, this Underwriting Agreement may be terminated by including any state or county recording offices, which shall interfere with the ability of the Company upon notice thereof to make all recordings of the RepresentativeIndenture and the Supplemental Indenture, or other filings, necessary or desirable to protect, preserve and perfect the lien of the Indenture as contemplated in the Indenture and this Agreement and to enable counsel to deliver the opinions contemplated in this Agreement. Any If any such termination conditions shall not have been satisfied, then the Company shall be entitled, by notice in writing or by telegram to you, to terminate this Agreement without any liability or obligation on the part of the Company or any party to any other partyUnderwriter, except as otherwise provided in Section 7(h) Sections 6(e), 6(i), 9, 11 and 14 hereof.

Conditions of Company's Obligations. The ----------------------------------- obligations of the Company hereunder with respect to the issue, sale and delivery of the Senior Notes shall be subject to the following conditions: (a) The ProspectusThat, and any amendments at or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M.before 6:00 p.m., New York timeTime, on the first Business Day after the date of this Underwriting Agreementhereof, or such later time and date day as the Company may have from time to time consented to in writing or by telephone, confirmed in writing, all orders of the Public Service Commission of the District of Columbia necessary to permit the issue, sale and delivery of the Senior Notes shall be approved by in effect; and that prior to the Company. (b) No Closing Date no stop order suspending with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act by the Commission and that at the Closing Date no proceedings therefor shall be in effect at pending or threatened. (b) That no order of the Public Service Commission of the District of Columbia relating to the issue or sale of the Senior Notes or to the application of the proceeds thereof, which may be entered after the execution of this Agreement and prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 5:00 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse contain any conditions which are not acceptable to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company Company, upon notice thereof to the Representative. Any Representatives, at any time prior to Closing Date, and such termination shall be without liability of any party to any other party, party except as otherwise provided in Section 7(h) hereof5 and Section 8.

Conditions of Company's Obligations. The obligations of ----------------------------------- the Company hereunder shall be subject to the following conditions: (a) The Prospectus, and any amendments or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved by the Company. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 5:00 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company upon notice thereof to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 7(h) hereof.

Conditions of Company's Obligations. The obligations of the Company hereunder with respect to the issue, sale and delivery of the Bonds shall be subject to the following conditions: (a) The ProspectusThat, and any amendments at or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M.before 6:00 p.m., New York timeTime, on the first Business Day after the date of this Underwriting Agreementhereof, or such later time and date day as the Company may have from time to time consented to in writing or by telegram, confirmed in writing, all orders of the Public Service Commission of the District of Columbia necessary to permit the issue, sale and delivery of the Bonds shall be approved by in effect; and that, prior to the Company. (b) No Closing Date, no stop order suspending with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act by the Commission and that at the Closing Date no proceedings therefor shall be in effect at pending or threatened. (b) That no order of the Public Service Commission of the District of Columbia relating to the issue or sale of the Bonds or to the application of the proceeds thereof, which may be entered after the execution of this Agreement and prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 5:00 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse contain any conditions which are not acceptable to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified above in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company Company, upon notice thereof to the Representative. Any Representatives, at any time prior to Closing Date, and such termination shall be without liability of any party to any other party, party except as otherwise provided in Section 7(h) hereof5 and Section 8.

Conditions of Company's Obligations. The obligations of the Company hereunder with respect to the issue, sale and delivery of the Bonds shall be subject to the following conditions: (a) The ProspectusThat, and any amendments at or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M.before 6:00 p.m., New York timeTime, on the first Business Day after the date of this Underwriting Agreementhereof, or such later time and date day as the Company may have from time to time consented to in writing or by telephone, confirmed in writing, all orders of the Public Service Commission of the District of Columbia necessary to permit the issue, sale and delivery of the Bonds shall be approved by in effect; and that, prior to the Company. (b) No Closing Date, no stop order suspending with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act by the Commission and that at the Closing Date no proceedings therefor shall be in effect at pending or threatened. (b) That no order of the Public Service Commission of the District of Columbia relating to the issue or sale of the Bonds or to the application of the proceeds thereof, which may be entered after the execution of this Agreement and prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 5:00 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse contain any conditions which are not acceptable to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified above in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company Company, upon notice thereof to the Representative. Any Representatives, at any time prior to Closing Date, and such termination shall be without liability of any party to any other party, party except as otherwise provided in Section 7(h) hereof5 and Section 8.

Conditions of Company's Obligations. The obligations of the Company hereunder shall be to sell and deliver the Securities are subject to the following conditions: (a) The ProspectusPrior to the Closing Date, and any amendments or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved by the Company. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, have been issued and no proceedings for that purpose shall be pending beforehave been instituted or, to the knowledge of the Company or threatened bythe Representative, the Commission on the Closing Datethreatened. (cb) Prior to 5:00 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there The PSC Orders shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing permitting the issuance and sale of the Bonds on Securities upon the terms and conditions herein set forth or contemplated and containing no provision unacceptable to the Company. (c) The Underwriters shall have furnished to the Company by reason of completed underwriters' questionnaires from each underwriter named in Schedule II hereto, in form and substance satisfactory to counsel for the fact that it isCompany, which disclose no relationship between any such underwriter, or its directors, officers or partners, and the Company or the Trustee, or the directors, officers or partners thereof, which would require, in the judgment opinion of such counsel, an amendment of the Company, materially adverse to Form T-l filed by the Company, it being understood that no order heretofore issued contains any such unacceptable provisionTrustee and disqualification of the Trustee. In case If any of the conditions specified in this Section 9 7 shall not have been fulfilled, this Underwriting Agreement and all obligations of the Company hereunder may be terminated canceled on or at any time prior to the Closing Date by the Company upon notice thereof Company. Notice of such cancellation shall be given to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided Underwriters in Section 7(h) hereofwriting or by telephone or telegraph confirmed in writing.

Conditions of Company's Obligations. The obligations of the ----------------------------------- Company hereunder shall be subject to the following conditions: (a) The Prospectus, and any amendments or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved by the Company. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 5:00 P.M., New York time, on the first Business Day day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company upon notice thereof to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 7(h) hereof.

Conditions of Company's Obligations. The obligations of ------------------------------------ the Company hereunder shall be subject to the following conditions: (a) The Prospectus, and any amendments or supplements thereto, shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the first Business Day after the date of this Underwriting Agreement, or such later time and date as may be approved by the Company. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 5:00 P.M., New York time, on the first Business Day day after the date of this Underwriting Agreement, or such later time and date as may be approved from time to time by the Company, there shall have been issued, and on the Closing Date there shall be in full force and effect, an appropriate order or orders of the Missouri Public Service Commission authorizing the issuance and sale of the Bonds on the terms herein set forth or contemplated and containing no provision unacceptable to the Company by reason of the fact that it is, in the judgment of the Company, materially adverse to the Company, it being understood that no order heretofore issued contains any such unacceptable provision. In case any of the conditions specified in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company upon notice thereof to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 7(h) hereof.