Conditions of Issue Updating of Legal Opinions Sample Clauses

Conditions of Issue Updating of Legal Opinions. First issue 3.1 Before the Issuer reaches its first agreement, on or after the date of this Agreement, with any Dealer for the issue and purchase of Notes, each Dealer shall have received, and found satisfactory (in its reasonable opinion) all of the documents and confirmations described in the Initial Documentation List. Any Dealer must notify the Arranger and the Issuer within seven business days of receipt of the documents and confirmations described in the Initial Documentation List if it considers any to be unsatisfactory in its reasonable opinion. 3.2 The obligations of a Dealer under any agreement for the issue and purchase of Notes made pursuant to Clause 2 are conditional upon: (a) there shall not have been (i) any material adverse change (or development involving a prospective material adverse change) in the business, properties, earnings, or financial condition of the Group, (ii) the occurrence of any event making untrue or incorrect to an extent which is material in the context of the issue and offering of the Notes any of the warranties contained in Clause 4, or
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Conditions of Issue Updating of Legal Opinions. (1) First issue Before the Issuer reaches its first agreement with any Dealer for the issue and purchase of Notes, each Dealer shall have received, and found satisfactory (in its reasonable opinion), all of the documents and confirmations described in Part I of the Initial Documentation List. Any Dealer must notify the Arranger and the Issuer within three London business days of receipt of the documents and confirmations described in Part 1 of the Initial Documentation List if it considers any such document or confirmation to be unsatisfactory in its reasonable opinion and, in the absence of such notification, such Dealer shall be deemed to consider such documents and confirmations to be satisfactory and such further conditions precedent to be satisfied.
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Conditions of Issue Updating of Legal Opinions. (1) First issue Before the Issuer reaches its first agreement with any Dealer for the issue and purchase of Notes, each Programme Dealer must have received all of the documents and confirmations described in the Initial Documentation List and found such documents to be satisfactory, in its reasonable opinion. If any Programme Dealer considers that, in its reasonable opinion, any document or confirmation described in the Initial Documentation List which it has received is unsatisfactory it must notify the Issuer of such fact within seven business days of receipt thereof, specifying the respect or respects of such document or confirmation which it considers to be unsatisfactory.
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Conditions of Issue Updating of Legal Opinions. 3.1 Establishment of Programme On or as soon as reasonably practicable after the date hereof, the Dealer shall receive, in a form satisfactory to it (in its reasonable opinion) all of the documents and confirmations described in the initial documentation list (set out in Annex A to this Agreement) (the “Initial Documentation List”). The Dealer for such Series must notify the Issuer within seven business days of receipt of the documents and confirmations described in the Initial Documentation List if it considers any to be unsatisfactory (in its reasonable opinion).
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Conditions of Issue Updating of Legal Opinions. First issue 3.1 Before the Issuer reaches its first agreement, on or after the date of this Agreement, with any Dealer for the issue and purchase of Notes, each Dealer shall have received, and found satisfactory (in its reasonable opinion) all of the documents and confirmations described in the Initial Documentation List. Any Dealer must notify the Arranger and the Issuer within seven business days of receipt of the documents and confirmations described in the Initial Documentation List if it considers any to be unsatisfactory in its reasonable opinion. 3.2 The obligations of a Dealer under any agreement for the issue and purchase of Notes made pursuant to Clause 2 are conditional upon: (a) there shall not have been (i) any material adverse change (or development involving a prospective material adverse change) in the business, properties, earnings, or financial condition of the Group, (ii) the occurrence of any event making untrue or incorrect to an extent which is material in the context of the issue and offering of the Notes any of the warranties contained in Clause 4, or (iii) any suspension or material limitation of trading in the Issuer’s capital stock by the Securities Commission or the NYSE (the events described in the foregoing sub-paragraphs (i) to (iii), the Issuer-Specific Events), the effect of any of which Issuer-Specific Events shall have made it impracticable, in the reasonable judgment of any such Dealer, to offer or sell such Notes on the issue terms agreed between the Issuer and such Dealer, such judgment to be based on relevant market conditions; (b) there being no outstanding material breach of any of the obligations of the Issuer under this Agreement, any of the Notes, the Agency Agreement or the Deed of Covenant which has not been waived by the Dealer on or prior to the proposed Issue Date; (c) subject to Clause 12, the aggregate nominal amount of the Notes to be issued, when added to the aggregate nominal amount of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such Issue Date) not exceeding U.S.$2,500,000,000 or its equivalent in other currencies as determined pursuant to Clause 3.5; (d) in the case of Notes which are intended to be listed, the relevant Stock Exchange (and, in the case of Notes to be admitted to the Official List and admitted to trading on the London Stock Exchange, the UKLA) having agreed to list such Notes; (e) no meeti...
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Conditions of Issue Updating of Legal Opinions 
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Related to Conditions of Issue Updating of Legal Opinions

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower.

  • Conditions of Initial Borrowing The obligation of each Lender to advance the Borrowings on the Closing Date of its Loans hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Closing Date and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (v) a favorable opinion of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(d), (e) and (f) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower ended on June 30, 2017; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on June 30, 2017, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a certificate executed by a Responsible Officer of the Borrower as of the Closing Date, in form and substance satisfactory to the Administrative Agent, regarding the Solvency of (A) the Borrower, (B) each of the other Loan Parties, and (C) the Consolidated Parties on a consolidated basis; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid hereunder or under the Fee Letters on or before the Closing Date shall have been paid (provided such fees may be paid from the proceeds of such initial Loan). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower and each other Loan Party contained in Section 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) No Default shall exist, or would result from, such proposed Borrowing or from the application of the proceeds thereof. (f) The Borrower shall be in compliance (on a Pro Forma Basis taking into account the applicable Loan) with the financial covenants set forth in Section 7.11. (g) There shall not have occurred any event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (h) The absence of any condition, circumstance, action, suit, investigation or proceeding pending or, to the knowledge of the Borrower and/or Guarantors, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. (j) The Parent REIT and the Borrower shall have entered into (i) the PNC Facility, the Bank of America Facility, the Capital One Facility and the US Bank Lessee Line of Credit and (ii) a conforming amendment to the Senior Notes, each in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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