Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase: (a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the Company, certifying as to the foregoing and to the effect in Section 8(c). (b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (d) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx LLP, counsel to the Company, (ii) Xxxxx X. Xxx, general counsel of the Company, (iii) Xxxxxx and Xxxxxx, local counsel to the Company in the Cayman Islands and (iv) Xxxxxx and Xxxxxx, counsel to the Company, substantially in the form of Exhibits B 1, B-2, B 3 and B-4 attached hereto. (e) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of Xxxxxx & Xxxxxx L.L.P., counsel to the Initial Purchasers, in form and substance satisfactory to the Representatives. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement. (f) On the date hereof, the Initial Purchasers shall have received “comfort letters” from (x) Ernst & Young LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement and (y) Xxxxx Xxxxxxxx LLP, the former independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchaser shall have received a “bring down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLP, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing the matters in the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentence, except that (i) each “bring-down comfort letter” shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. (g) The Issuers and the Trustee shall have executed and delivered the Indenture and the Security Documents and the Initial Purchasers shall have received copies thereof. The Issuers shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof. (h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto: (i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request. (j) All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Notes by DTC for “book entry” transfer shall have been complied with. (k) The Trustee, as Collateral Agent, shall have entered into the intercreditor agreement (the “Intercreditor Agreement”) among the Trustee, UBS AG, Stamford Branch, as bank collateral agent, the Company and each Guarantor, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (l) Wilmington Trust Company, as mortgage trustee for the benefit of the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), shall have entered into the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificatecertificates, dated the Closing Date, (i) signed by any combination of two of the chairman of the board of directors, chief executive officer and officer, chief financial officer and general counsel of each of XM Holdings and the Company and (ii) signed by any combination of two of the Companychairman of the board of directors, chief executive officer, chief financial officer and general counsel of Sirius, in each case certifying as to the foregoing and to the effect in Section 8(c), among other matters.
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or, to XM Holdings’s or Sirius’s knowledge, threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of XM Holdings, the Company or any XM Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The No event or condition of a type described in Section 5(a)(xviii) or 5(b)(xvi) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Final Offering Memorandum (excluding any amendment or supplement thereto) the effect of which in the judgment of the Initial Purchasers shall have received makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx LLP, counsel to the Company, (ii) Xxxxx X. Xxx, general counsel of the Company, (iii) Xxxxxx terms and Xxxxxx, local counsel to the Company in the Cayman Islands manner contemplated by this Agreement, the Pricing Disclosure Package and (iv) Xxxxxx and Xxxxxx, counsel to the Company, substantially in the form of Exhibits B 1, B-2, B 3 and B-4 attached heretoFinal Offering Memorandum.
(e) The Initial Purchasers shall have received on the Closing Date (i) an opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of - 33 - Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Company, substantially in the form of Exhibit B-1 attached hereto, (ii) an opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of Xxxxx & Xxxxxxx L.L.P., regarding regulatory and certain corporate matters, substantially in the form of Exhibit B-2 attached hereto, (iii) an opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to Sirius, substantially in the form of Exhibit B-3 attached hereto and (iv) an opinion dated the Closing Date, addressed to the Initial Purchasers, of Xxxxx Xxxx LLP, regarding regulatory matters, substantially in the form of Exhibit B-4 attached hereto.
(f) The Initial Purchasers shall have received on the Closing Date an opinion and negative assurance letter dated the Closing Date of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel to the Initial Purchasers, in form and substance satisfactory to the RepresentativesInitial Purchasers. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(fg) On the date hereof, the Initial Purchasers shall have received (i) a “comfort lettersletter” from (x) Ernst & Young LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Initial Purchasers and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement Disclosure Package and (yii) Xxxxx Xxxxxxxx LLP, a “comfort letter” from the former independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Initial Purchasers and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Final Offering Memorandum and the Pricing SupplementMemorandum. In addition, the Initial Purchaser Purchasers shall have received a “bring bring-down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLPthe independent public accountants for the Company, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing in the matters in form of the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentencehereof, except that (i) each “bring-down comfort letter” it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 3 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.
(gh) On the date hereof, the Initial Purchasers shall have received (i) a “comfort letter” from the independent public accountants for Sirius, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, covering the financial and accounting information in the Pricing Disclosure Package and (ii) a “comfort letter” from the independent public accountants for Sirus, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, covering the financial and accounting information in the Final Offering Memorandum. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from the independent public accountants for Sirius, dated as of the Closing Date, addressed to the Initial Purchasers and in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 3 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.
(i) The Issuers Company and the Guarantors and Sirius and the Trustee shall have executed and delivered the Indenture and the Security Documents and the Initial Purchasers shall have received copies thereof. The Issuers Company and Sirius shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts copies thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(ij) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(jk) The Initial Purchasers shall assist the Issuers in arranging for Portal trading and the Securities shall be eligible for trading in Portal upon issuance. All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Exchangeable Notes by DTC for “book book-entry” transfer shall have been complied with.
(kl) The Trustee, as Collateral Agent, Sirius shall have entered into submitted an application for the intercreditor agreement listing of the Underlying Securities and such application shall have been approved by The Nasdaq Stock Market, subject only to notice of issuance.
(m) On the date hereof, the Initial Purchasers shall have received a Certification from Xxxxx X. Xxxxx, Executive Vice President and Chief Financial Officer of Sirius (the “Intercreditor AgreementCFO Certification”) among regarding certain financial information contained in the TrusteePricing Disclosure Package in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, dated the date of this Agreement. In addition, on the Closing Date the Initial Purchasers shall have received a bring-down certificate of the CFO Certification dated the Closing Date in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers (n) (i) Sirius, Xxxxxx Xxxxxxx Capital Services, Inc. and UBS AG, Stamford Branch, as bank collateral agent, London Branch shall have executed and delivered the Share Lending Agreements and Sirius and the Company shall have executed and each Guarantor, delivered the Common Stock Delivery Agreement and the Initial Purchasers shall have received counterparts, conformed as executed, thereofcopies thereof and (ii) Sirius shall have made the initial delivery of borrowed shares to the share borrowers pursuant to the Share Lending Agreements.
(lo) Wilmington Trust Company, as mortgage trustee for The Company and the benefit of Guarantors and Sirius and the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), Trustee shall have entered into executed and delivered the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, Indenture and the Initial Purchasers shall have received counterparts, conformed as executed, copies thereof
(p) The Merger shall have been consummated and the Initial Purchasers and counsel to the Initial Purchasers shall have received evidence of such consummation. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the Company, certifying as to the foregoing and to the effect in Section 8(c).
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx Xxxxxx & Xxxxxx LLP, counsel to the Company, (ii) Xxxxx Xxxxxx X. XxxXxXxxxxxx, general counsel of the Company, and (iii) Xxxxx, Xxxxxx and Xxxxxx& Xxxx, P.A., local counsel to the Company in the Cayman Islands and (iv) Xxxxxx and Xxxxxx, counsel to the CompanyState of New Mexico, substantially in the form of Exhibits B 1X-0, B-2, B 3 X-0 and B-4 B-3 attached hereto.
(e) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel to the Initial Purchasers, in form and substance satisfactory to the RepresentativesRepresentative. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(f) On the date hereof, the Initial Purchasers shall have received a “comfort lettersletter” from (x) Ernst & Young LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Representative and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement and (y) Xxxxx Xxxxxxxx LLPDisclosure Package. In addition, the former Initial Purchasers shall have received a “bring-down comfort letter” from the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchaser shall have received a “bring down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLP, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing in the matters in form of the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentencehereof, except that (i) each “bring-down comfort letter” it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers Representative and counsel to the Initial Purchasers.
(g) The Issuers and the Trustee shall have executed and delivered the Indenture and the Security Documents and the Initial Purchasers shall have received copies thereof. The Issuers shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(ji) All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Notes by DTC for “book book-entry” transfer shall have been complied with.
(k) The Trustee, as Collateral Agent, shall have entered into the intercreditor agreement (the “Intercreditor Agreement”) among the Trustee, UBS AG, Stamford Branch, as bank collateral agent, the Company and each Guarantor, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.
(l) Wilmington Trust Company, as mortgage trustee for the benefit of the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), shall have entered into the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Holly Corp)
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on and as of the Closing DateDate as though then made. The Issuers shall have performed or complied with all of the agreements and covenants and conditions contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the Company, certifying as to the foregoing and to the effect in Section 8(c).
(b) The Final Offering Memorandum No action shall have been printed taken and copies distributed to the Initial Purchasers no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any jurisdiction federal, state or foreign court shall have been issued and no proceeding for that purpose shall have been commenced would, as of the Closing Date, prevent the issuance or shall be pending or threatenedsale of the Securities.
(c) Since the execution of this Agreement, Applicable Time: (i) there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(gSection 3(a)(62) under of the Exchange Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, and (ii) in the judgment of the Representative, there shall not have occurred any event, change or any development that could, individually or in the aggregate, result in a Material Adverse Effect.
(d) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx Xxxxxxxx & Knight LLP, counsel to the Company, substantially to the effect set forth in Exhibit A attached hereto, including with respect to Guarantors organized under the laws of the states of Delaware and Texas; (ii) Xxxxx X. Xxx, general counsel of the Company, (iii) Xxxxxx and Xxxxxx, local counsel to the Company in Guarantor organized under the Cayman Islands and (iv) Xxxxxx and Xxxxxx, counsel to laws of the Company, State of Kansas substantially in the form of Exhibits B 1Exhibit B, B-2(iii) counsel to the Guarantor organized under the laws of the State of New Mexico substantially in the form of Exhibit C, B 3 and B-4 attached hereto.(iv) counsel to the Guarantors organized under the laws of the State of Colorado substantially in the form of Exhibit D.
(e) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of Xxxxxx & Xxxxxx L.L.P., counsel to the Initial Purchasers, in form and substance satisfactory to the RepresentativesRepresentative. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(f) On the date hereof, the Initial Purchasers shall have received a “comfort lettersletter” from (x) Ernst & Young KPMG LLP, the independent registered public accountants accounting firm for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Representative and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement and (y) Xxxxx Xxxxxxxx LLP, the former independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchaser Purchasers shall have received a “bring bring-down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLPthe independent registered public accounting firm for the Company, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing in the matters in form of the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentencehereof, except that (i) each “bring-down comfort letter” it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 three days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers Representative and counsel to the Initial Purchasers.
(g) The Issuers Issuers, the Trustee and the Trustee Collateral Agent shall have executed and delivered the Indenture and the Security Documents and the Initial Purchasers shall have received copies thereof. The Issuers and the Collateral Agent shall have executed and delivered the Registration Security Agreement, the Collateral Agency Agreement, the ABL Collateral Rights Agreement and any other Security Documents (including, if applicable, short-form intellectual property security agreements) to which they are intended to be a party, and the Initial Purchasers shall have received executed counterparts copies thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(ji) All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval eligibility of the Notes by Securities for clearance and settlement through DTC for “book entry” transfer shall have been complied with.
(kj) The Trustee, as Collateral Agent, Trustee shall have entered into received (with a copy for the intercreditor agreement Initial Purchasers):
(i) appropriately completed copies, which have been duly authorized for filing by the appropriate entity, of UCC-1 financing statements, together with (if required by applicable law) all schedules and exhibits to such financing statements, in appropriate form for filing with the Secretary of State (or other authorized governmental authority or office) of the state of location (determined in accordance with Section 9-307 of the Uniform Commercial Code) for such Issuer (“Intercreditor AgreementUCC Financing Statements”) among ), covering the Trustee, UBS AG, Stamford Branch, Collateral described therein as bank collateral agent, being covered thereby and naming the Company and each Guarantorother Issuer as a debtor and the Collateral Agent as the secured party, and or other similar instruments or documents to be filed under the Uniform Commercial Code in all jurisdictions as may be necessary or, in the reasonable opinion of any of the Collateral Agent, or the Initial Purchasers and their respective counsel, desirable to perfect the Liens of the Collateral Agent pursuant to the Security Documents; such other documents, agreements, contracts, certificates or other written obligations, as the Trustee or the Initial Purchasers or their respective counsel or local counsel may reasonably request as being necessary or appropriate to create and perfect the first priority liens (subject to Permitted Prior Liens) to be granted pursuant to the provisions of the Security Documents;
(ii) termination statements (or copies of authorizations to file termination statements) with respect to filings under the Uniform Commercial Code necessary to release all Liens (other than Permitted Prior Liens) of any person in any Collateral described in the Security Documents previously granted by any person and authorization to file terminations of UCC-1 filings evidencing such Liens;
(iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Trustee, dated a date reasonably near to the Time of Delivery, listing all effective financing statements which name any of the Issuers or any predecessors thereof in the preceding five years (under its present name and any previous names used in the preceding five years) as the debtor, together with copies of such financing statements (none of which shall have received counterpartscover any collateral described in the Security Documents, conformed other than such financing statements that evidence Permitted Prior Liens); a completed perfection certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; copies of tax and judgment lien searches, each dated a date reasonably near to the Time of Delivery listing all lien notices or comparable documents that name any Issuer as debtor and such other searches that the Initial Purchasers deem necessary or appropriate;
(iv) such releases, reconveyances, satisfactions or other instruments as it may request to confirm the release, satisfaction and discharge in full of all mortgages, deeds of trust, security agreements, and other documents creating or evidencing Liens (other than Permitted Prior Liens) at any time delivered by any of the Issuers to secure any of the Issuers’ existing indebtedness that is secured by assets constituting Collateral, duly executed, thereof.delivered and acknowledged in recordable form by the grantee named therein or its of record successors or assigns;
(lv) Wilmington Trust Companydocuments from each of the lenders under any of the Issuers’ existing indebtedness that is secured by assets constituting Collateral (other than such indebtedness secured by Permitted Prior Liens) indicating the total amount of indebtedness payable to such lender and providing that, as mortgage trustee upon payment to such lender of the full amount of the indebtedness payable to it, (x) Liens held by such lender shall be automatically released and (y) such lender shall immediately provide all related documentation necessary to evidence such release in form and substance satisfactory to the Collateral Agent and its counsel;
(vi) all certificates or instruments (if any) representing or evidencing the Collateral in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent;
(vii) policies or certificates (or certified copies thereof) with respect to insurance of property, liability insurance and any other insurance maintained by the Issuers and their respective Subsidiaries (x) endorsed for the benefit of the Collateral Agent on behalf by naming the Collateral Agent as loss payee and/or additional insured, and (y) providing that the respective insurers irrevocably waive any and all rights of subrogation with respect to the holders Collateral Agent and the other secured parties, in form and substance reasonably satisfactory to the Initial Purchasers, confirming that all insurance requirements of this Agreement and the Notes Security Documents are satisfied; and
(viii) such other documents, approvals, affidavits, opinions or certificates as the Trustee or the Initial Purchasers may reasonably request in form and substance reasonably satisfactory to the Trustee or the Initial Purchaser, as the case may be.
(k) All UCC Financing Statements and financing statement terminations, required pursuant to clauses (i) and (ii) of paragraph (j) above (collectively, the “Financing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Trustee (the “Mortgage TrusteeFiling Agent”), . The Filing Agent shall have entered into acknowledged in a writing reasonably satisfactory to the mortgage trust agreement Trustee, the Initial Purchasers and their respective counsel (i) the “Mortgage Trust Agreement”Filing Agent’s receipt of all Financing Statements, (ii) between that the Mortgage Financing Statements have been submitted for filing in the appropriate filing offices and (iii) that the Filing Agent will notify the Trustee and its counsel of the Collateral Agent, and results of such submissions within 30 days following the Closing.
(l) The Initial Purchasers shall have received counterpartsevidence acceptable to the Initial Purchasers of payment or arrangements for payment by the Issuers of all applicable recording taxes, conformed as executedfees, thereofcharges, costs and expenses required for the recording of the Security Documents to be executed and delivered at or prior to the Applicable Time. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other partyparty except as otherwise set forth herein. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the Company, certifying as to the foregoing and to the effect in Section 8(c).
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx LLP, counsel to the Company, Company and (ii) Xxxxx Xxxx X. XxxXxxxxxxx, general counsel of the Company, (iii) Xxxxxx and Xxxxxx, local counsel to the Company in the Cayman Islands and (iv) Xxxxxx and Xxxxxx, counsel to the Company, substantially in the form of Exhibits B 1, B-2, B 3 A-1 and B-4 A-2 attached hereto.
(e) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of Xxxxxx & Xxxxxx L.L.P., counsel to the Initial Purchasers, in form and substance satisfactory to the Representatives. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(f) On the date hereof, the Initial Purchasers shall have received “comfort letters” from (x) each of Ernst & Young LLP and KPMG LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement and (y) Xxxxx Xxxxxxxx LLP, the former independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchaser shall have received a “bring down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLP, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing the matters in the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentence, except that (i) each the “bring-down comfort letter” shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.
(g) The Issuers and the Trustee shall have executed and delivered the Indenture and the Security Documents Indenture, to which it is a party, and the Initial Purchasers shall have received copies thereof. The Issuers shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(ji) All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Notes by DTC for “book entry” transfer shall have been complied with.
(k) The Trustee, as Collateral Agent, shall have entered into the intercreditor agreement (the “Intercreditor Agreement”) among the Trustee, UBS AG, Stamford Branch, as bank collateral agent, the Company and each Guarantor, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.
(l) Wilmington Trust Company, as mortgage trustee for the benefit of the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), shall have entered into the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the Company, certifying as to the foregoing and to the effect in Section 8(c).
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b5(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Axxxxxx Xxxxx LLP, counsel to the Company, (ii) Xxxxx X. Xxx, general counsel of the Company, (iii) Xxxxxx and Xxxxxx, local counsel to the Company in the Cayman Islands and (iv) Xxxxxx and Xxxxxx, counsel to the Company, substantially in the form of Exhibits Exhibit B 1, B-2, B 3 and B-4 attached hereto, including with respect to Guarantors organized under the laws of the states of Delaware and Texas and (ii) counsel to the Guarantor organized under the laws of the State of Oklahoma substantially in the form of Exhibit C and, in each case, in form and substance satisfactory to the Representative and counsel to the Initial Purchasers.
(e) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of Cxxxxx Xxxxxx & Xxxxxx L.L.P.Rxxxxxx llp, counsel to the Initial Purchasers, in form and substance satisfactory to the RepresentativesRepresentative. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(f) On the date hereof, the Initial Purchasers shall have received a “comfort lettersletter” from (x) Ernst & Young KPMG LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Representative and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement and (y) Xxxxx Xxxxxxxx LLP, the former independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchaser Purchasers shall have received a “bring bring-down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLPthe independent public accountants for the Company, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing in the matters in form of the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentencehereof, except that (i) each “bring-down comfort letter” it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers Representative and counsel to the Initial Purchasers.
(g) The Issuers and the Trustee shall have executed and delivered the Indenture and the Security Documents and the Initial Purchasers shall have received copies thereof. The Issuers shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(ji) The Securities shall be eligible for trading in Portal upon issuance. All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval eligibility of the Notes by Securities for clearance and settlement through DTC for “book entry” transfer shall have been complied with.
(k) The Trustee, as Collateral Agent, shall have entered into the intercreditor agreement (the “Intercreditor Agreement”) among the Trustee, UBS AG, Stamford Branch, as bank collateral agent, the Company and each Guarantor, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.
(l) Wilmington Trust Company, as mortgage trustee for the benefit of the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), shall have entered into the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificatecertificates, dated the Closing Date, (i) signed by any combination of two of the chairman of the board of directors, chief executive officer and officer, chief financial officer and general counsel of each of XM Holdings and the Company and (ii) signed by any combination of two of the Companychairman of the board of directors, chief executive officer, chief financial officer and general counsel of Sirius, in each case certifying as to the foregoing and to the effect in Section 8(c), among other matters.
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or, to XM Holdings’s or Sirius’s knowledge, threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of XM Holdings, the Company or any XM Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The No event or condition of a type described in Section 5(a)(xviii) or 5(b)(xvi) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Final Offering Memorandum (excluding any amendment or supplement thereto) the effect of which in the judgment of the Initial Purchasers shall have received makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx LLP, counsel to the Company, (ii) Xxxxx X. Xxx, general counsel of the Company, (iii) Xxxxxx terms and Xxxxxx, local counsel to the Company in the Cayman Islands manner contemplated by this Agreement, the Pricing Disclosure Package and (iv) Xxxxxx and Xxxxxx, counsel to the Company, substantially in the form of Exhibits B 1, B-2, B 3 and B-4 attached heretoFinal Offering Memorandum.
(e) The Initial Purchasers shall have received on the Closing Date (i) an opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Company, substantially in the form of Exhibit B-1 attached hereto, (ii) an opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of Xxxxx & Xxxxxxx L.L.P., regarding regulatory and certain corporate matters, substantially in the form of Exhibit B-2 attached hereto, (iii) an opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to Sirius, substantially in the form of Exhibit B-3 attached hereto and (iv) an opinion dated the Closing Date, addressed to the Initial Purchasers, of Xxxxx Xxxx LLP, regarding regulatory matters, substantially in the form of Exhibit B-4 attached hereto.
(f) The Initial Purchasers shall have received on the Closing Date an opinion and negative assurance letter dated the Closing Date of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel to the Initial Purchasers, in form and substance satisfactory to the RepresentativesInitial Purchasers. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(fg) On the date hereof, the Initial Purchasers shall have received (i) a “comfort lettersletter” from (x) Ernst & Young LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Initial Purchasers and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement Disclosure Package and (yii) Xxxxx Xxxxxxxx LLP, a “comfort letter” from the former independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Initial Purchasers and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Final Offering Memorandum and the Pricing SupplementMemorandum. In addition, the Initial Purchaser Purchasers shall have received a “bring bring-down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLPthe independent public accountants for the Company, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing in the matters in form of the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentencehereof, except that (i) each “bring-down comfort letter” it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 3 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.
(gh) On the date hereof, the Initial Purchasers shall have received (i) a “comfort letter” from the independent public accountants for Sirius, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, covering the financial and accounting information in the Pricing Disclosure Package and (ii) a “comfort letter” from the independent public accountants for Sirus, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, covering the financial and accounting information in the Final Offering Memorandum. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from the independent public accountants for Sirius, dated as of the Closing Date, addressed to the Initial Purchasers and in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 3 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.
(i) The Issuers Company and the Guarantors and Sirius and the Trustee shall have executed and delivered the Indenture and the Security Documents and the Initial Purchasers shall have received copies thereof. The Issuers Company and Sirius shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts copies thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(ij) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(jk) The Initial Purchasers shall assist the Issuers in arranging for Portal trading and the Securities shall be eligible for trading in Portal upon issuance. All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Exchangeable Notes by DTC for “book book-entry” transfer shall have been complied with.
(kl) The Trustee, as Collateral Agent, Sirius shall have entered into submitted an application for the intercreditor agreement listing of the Underlying Securities and such application shall have been approved by The Nasdaq Stock Market, subject only to notice of issuance.
(m) On the date hereof, the Initial Purchasers shall have received a Certification from Xxxxx X. Xxxxx, Executive Vice President and Chief Financial Officer of Sirius (the “Intercreditor AgreementCFO Certification”) among regarding certain financial information contained in the TrusteePricing Disclosure Package in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, dated the date of this Agreement. In addition, on the Closing Date the Initial Purchasers shall have received a bring-down certificate of the CFO Certification dated the Closing Date in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers
(n) (i) Sirius, Xxxxxx Xxxxxxx Capital Services, Inc. and UBS AG, Stamford Branch, as bank collateral agent, London Branch shall have executed and delivered the Share Lending Agreements and Sirius and the Company shall have executed and each Guarantor, delivered the Common Stock Delivery Agreement and the Initial Purchasers shall have received counterparts, conformed as executed, thereofcopies thereof and (ii) Sirius shall have made the initial delivery of borrowed shares to the share borrowers pursuant to the Share Lending Agreements.
(lo) Wilmington Trust Company, as mortgage trustee for The Company and the benefit of Guarantors and Sirius and the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), Trustee shall have entered into executed and delivered the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, Indenture and the Initial Purchasers shall have received counterparts, conformed as executed, copies thereof
(p) The Merger shall have been consummated and the Initial Purchasers and counsel to the Initial Purchasers shall have received evidence of such consummation. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers Purchaser to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied in all material respects with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers Purchaser shall have received a certificate, dated the Closing Date, signed by the chief Chief Executive Officer, President or an executive officer vice president and by the chief financial officer of Ispat Inc., Parent and the Company, certifying as to the foregoing and to the effect in Section 8(c).
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers Purchaser on the first day following the date of this Agreement or at such later date as required by Section 4(b)the Initial Purchaser may determine. No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company Issuers or any Subsidiary by any “"nationally recognized statistical rating organization” " (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The Initial Purchasers Purchaser shall have received on the Closing Date (i) opinions dated the Closing Date, addressed to the Initial PurchasersPurchaser, of (ia) Xxxxxxx Xxxxx Xxxxx, Xxxxx, Xxxx and Maw LLP, United States counsel to the CompanyIssuers, (iib) Xxxxx X. XxxXxxx Xxxxx, Esq., general counsel of the Companyto Ispat Inc., (iiic) Xxxxxx and XxxxxxDe Brauw Blackstone Westbroek, local Dutch counsel to Parent, (d) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel to the Company in the Cayman Islands and Issuers, (ive) Xxxxxx and XxxxxxXxxxxxx, Canadian counsel to the CompanyIssuers, (f) Xxxxxxxx & Sterling LLP, United States counsel to Parent and (g) Xxxxx & Xxxxxxx, special Indiana counsel to Ispat, Inc., substantially in the form of Exhibits B 1, B-2, B 3 and B-4 B-1 through B-7 attached hereto, and (ii) copies of any opinions delivered in connection with any of the other Transactions together with reliance letters relating to such opinions in form and substance satisfactory to counsel to the Initial Purchaser.
(e) The Initial Purchasers Purchaser shall have received on the Closing Date an opinion dated the Closing Date of Xxxxxx Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel to the Initial PurchasersPurchaser, in form and substance satisfactory to the RepresentativesInitial Purchaser. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(f) On the date hereof, the Initial Purchasers Purchaser shall have received “a "comfort letters” letter" from (x) Ernst & Young LLP, each of the independent public accountants for any Issuers and parent's other subsidiaries for which financial statements are included in the CompanyOffering Memorandum, dated the date of this Agreement, addressed to the Initial Purchasers Purchaser and in form and substance satisfactory to the Representatives Initial Purchaser and counsel to the Initial PurchasersPurchaser (it being understood that if the Offering Memorandum is not printed on the date hereof, covering certain of such comfort letter shall, on the date hereof, contain excerpts from the Preliminary Offering Memorandum indicating the procedures performed by such independent public accountants on the financial and accounting information data included in the Preliminary Offering Memorandum and that, within twenty-four hours after the Pricing Supplement and Offering Memorandum becomes available in final form (y) Xxxxx Xxxxxxxx LLPelectronically or otherwise), the former Initial Purchaser shall receive replacement excerpts from the Offering Memorandum indicating the procedures performed by such independent public accountants for on the Company, dated the date of this Agreement, addressed to the Initial Purchasers and financial data included therein in form and substance satisfactory to the Representatives Initial Purchaser and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing SupplementPurchaser). In addition, the Initial Purchaser shall have received a “bring "bring-down comfort letter” " from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLPthe independent public accountants for the Issuers, each dated as of the Closing Date, addressed to the Initial Purchasers Purchaser and addressing the matters in the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentence, except that (i) each “bring-down comfort letter” shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers Purchaser and counsel to the Initial PurchasersPurchaser.
(g) The Issuers JPMorgan Chase Bank, BNY Midwest Trust Company, the Related Party Creditors, Ispat Inland Administrative Services Company, GECC, the Issuers, the Trustee and the Trustee trustees for the First Mortgage Bonds shall have executed and delivered each of the Indenture and the Security applicable Transaction Documents and the Initial Purchasers Purchaser shall have received copies thereof. The Issuers shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(i) The Initial Purchasers Purchaser shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(ji) The Securities shall be eligible for trading in Portal upon issuance. All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Notes by DTC for “book "book-entry” " transfer shall have been complied with.
(j) The Shareholder Advance Notes shall each have been amended to have a maturity date of at least 91 days after the maturity date of the Original Fixed Rate Notes and shall otherwise be on terms customary for "seller paper."
(k) The Trustee, as Collateral Agent, Each of the other Transactions shall have entered into been, or shall substantially simultaneously be, consummated without any amendment or waiver of any of the intercreditor agreement Transaction Documents (other than any such amendment or waiver approved by the “Intercreditor Agreement”) among the Trustee, UBS AG, Stamford Branch, as bank collateral agent, the Company and each GuarantorInitial Purchaser), and the Initial Purchasers Purchaser shall have received counterparts, conformed as executed, satisfactory evidence thereof.
(l) Wilmington Trust Company, as mortgage trustee for the benefit of the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), shall have entered into the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, and the The Initial Purchasers Purchaser shall have received counterparts, conformed as executed, thereofevidence of the termination of the CSFB Credit Agreement and shall be satisfied with arrangements for the recording of the Supplement and the filing of the financing statements with respect to the Collateral. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial PurchasersPurchaser), this Agreement may be terminated by the Initial Purchasers Purchaser on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers Purchaser on the Closing Date.
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Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the Company, certifying as to the foregoing and to the effect in Section 8(c).
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx LLPL.L.P., counsel to the Company, Company and (ii) Xxxxx Xxxx X. XxxXxxxxxxx, general counsel of the Company, (iii) Xxxxxx and Xxxxxx, local counsel to the Company in the Cayman Islands and (iv) Xxxxxx and Xxxxxx, counsel to the Company, substantially in the form of Exhibits B 1, B-2, B 3 A-1 and B-4 A-2 attached hereto.
(e) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of Xxxxxx & Xxxxxx L.L.P., counsel to the Initial Purchasers, in form and substance satisfactory to the Representatives. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(f) On the date hereof, the Initial Purchasers shall have received “comfort letters” from (x) each of Ernst & Young LLP and KPMG LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement and (y) Xxxxx Xxxxxxxx LLP, the former independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchaser shall have received a “bring down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLP, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing the matters in the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentence, except that (i) each the “bring-down comfort letter” shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.
(g) The Issuers and the Trustee shall have executed and delivered the Indenture and the Security Documents Indenture, to which it is a party, and the Initial Purchasers shall have received copies thereof. The Issuers shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(ji) All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Notes by DTC for “book entry” transfer shall have been complied with.
(k) The Trustee, as Collateral Agent, shall have entered into the intercreditor agreement (the “Intercreditor Agreement”) among the Trustee, UBS AG, Stamford Branch, as bank collateral agent, the Company and each Guarantor, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.
(l) Wilmington Trust Company, as mortgage trustee for the benefit of the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), shall have entered into the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
Appears in 1 contract
Conditions of Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:
(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the Company, certifying as to the foregoing and to the effect in Section 8(c).
(b) The Final Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 4(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened.
(c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(d) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx Xxxxxx & Xxxxxx LLP, counsel to the Company, (ii) Xxxxx Xxxxxx X. XxxXxXxxxxxx, general counsel of the Company, and (iii) Xxxxx, Xxxxxx and Xxxxxx& Xxxx, P.A., local counsel to the Company in the Cayman Islands and (iv) Xxxxxx and Xxxxxx, counsel to the CompanyState of New Mexico, substantially in the form of Exhibits B 1X-0, B-2, B 3 X-0 and B-4 B-3 attached hereto.
(e) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel to the Initial Purchasers, in form and substance satisfactory to the RepresentativesRepresentative. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.
(f) On the date hereof, the Initial Purchasers shall have received a “comfort lettersletter” from (x) Ernst & Young LLP, the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Representative and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement and (y) Xxxxx Xxxxxxxx LLPDisclosure Package. In addition, the former Initial Purchasers shall have received a “bring-down comfort letter” from the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and counsel to the Initial Purchasers, covering certain of the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchaser shall have received a “bring down comfort letter” from each of Ernst & Young LLP and Xxxxx Xxxxxxxx LLP, each dated as of the Closing Date, addressed to the Initial Purchasers and addressing in the matters in form of the “comfort letter” delivered on the date hereof pursuant to clauses (x) and (y), respectively, of the preceding sentencehereof, except that (i) each “bring-down comfort letter” it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form and substance satisfactory to the Initial Purchasers Representative and counsel to the Initial Purchasers.
(g) The Issuers and the Trustee shall have executed and delivered the Indenture and the Security Documents and the Initial Purchasers shall have received copies thereofa copy of the executed Indenture. The Issuers shall have executed and delivered the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.
(h) In accordance with the terms of the Indenture, the Initial Purchasers and the Trustee shall have received (or, in the case of possessory Collateral, such documents shall be in the possession of the Bank Collateral Agent in accordance with the terms of the Intercreditor Agreement) each of the documents set forth on Annex B hereto which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to the Collateral, as appropriate, and shall have taken the actions set forth on Annex B hereto:
(i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.
(ji) All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Notes by DTC for “book book-entry” transfer shall have been complied with.
(k) The Trustee, as Collateral Agent, shall have entered into the intercreditor agreement (the “Intercreditor Agreement”) among the Trustee, UBS AG, Stamford Branch, as bank collateral agent, the Company and each Guarantor, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.
(l) Wilmington Trust Company, as mortgage trustee for the benefit of the Collateral Agent on behalf of the holders of the Notes (the “Mortgage Trustee”), shall have entered into the mortgage trust agreement (the “Mortgage Trust Agreement”) between the Mortgage Trustee and the Collateral Agent, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.
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Samples: Purchase Agreement (Holly Corp)
