Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions:
(i) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, (ii) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus, as applicable.
(b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof the Dealers shall have received:
(1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reaso...
Conditions of Obligation. Your obligation to act as Dealer Manager hereunder will at all times be subject to the conditions that:
Conditions of Obligation. Your obligation to solicit offers to purchase the Securities in your capacity as agent of the Company and your obligation to purchase Securities as principal pursuant to any Terms Agreement or otherwise and the obligations of purchasers to purchase Securities pursuant to purchase offers solicited by you and accepted by the Company will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of an Agent’s obligation to solicit offers to purchase Securities, at the time of such solicitation, and, in the case of an Agent’s or any other purchaser’s obligation to purchase Securities, at the time the Company accepts the offer to purchase such Securities and at the applicable Settlement Date) and (in each case) to the following additional conditions precedent:
(a) At the Closing Time and at each Settlement Date with respect to any applicable Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received:
(i) The opinion or opinions (including the 10b-5 letter), dated as of such time, of Xxxxx Xxxxx LLP, counsel to the Company, in a form and substance satisfactory to you, to the effect set forth in Exhibit C hereto.
(ii) The opinion or opinions, dated as of such time, of the General Counsel of the Company, in a form and substance satisfactory to you, to the effect set forth in Exhibit D hereto.
(iii) The opinion or opinions of your counsel, relating to the validity of the Securities, the Indentures, this Agreement, such other matters as the Agent or Agents receiving such opinion may request and the Registration Statement, the General Disclosure Package (if applicable) and the Prospectus.
(b) At the Closing Time and at each Settlement Date with respect to any Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received a certificate of the Chairman, Vice Chairman, President or a Vice President of the Company, dated as of the Closing Time and, if called for by such Terms Agreement, dated as of the Settlement Date for such transaction, in each case, to the effect (i) that there has been no downgrading, nor any notice given of any potential or intended downgrading,...
Conditions of Obligation. Your obligation to act as Dealer Manager hereunder shall at all times be subject, in your discretion, to the conditions that:
(a) All representations, warranties and other statements of the Purchaser and the Company contained herein are now, and at all times during the Tender Offer will be, true and correct in all material respects.
(b) Each of the Purchaser and the Company at all times during the Tender Offer shall have performed all of its obligations hereunder therefore required to have been performed.
(c) Xxxxxxxx & Xxxxx, counsel to the Purchaser and the Company and Xxxxxxx X. Xxxxxx, General Counsel of the Company, shall have furnished to you on each of the Launch Date, the date that the Supplemental Indenture is executed (the "Consent Date") and the Closing Date, as Dealer Manager, their opinions, dated the date of the Launch Date, the Consent Date or the Closing Date, as the case may be, in each case substantially in the form of Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 or Exhibit B-2, respectfully.
(d) The Company shall have furnished or caused to be furnished to you a certificate of the Vice President and Treasurer and the General Counsel of the Company satisfactory to you identifying all material indentures, agreements and instruments to which the Company or any of its subsidiaries is a party or by which any of them is bound or to which any of their respective property or assets are subject.
(e) The Company shall have caused all of its subsidiaries that are providing guarantees of any indebtedness of the Company (the "Guarantors") to become jointly and severally liable with the Company and the Purchaser to you under Section 8 hereof.
Conditions of Obligation. 11 SECTION 6. Additional Covenants of the Corporation................................................14 SECTION 7. Indemnification........................................................................16 SECTION 8. Contribution...........................................................................18 SECTION 9. Status of the Dealers..................................................................19 SECTION 10. Representations, Warranties and Agreements to Survive Delivery.........................19 SECTION 11. Termination............................................................................19 SECTION 12. Notices................................................................................20 SECTION 13. Parties................................................................................20 SECTION 14. Sales of Notes Denominated in a Currency other than U.S. Dollars or of Indexed Notes...20
Conditions of Obligation. The obligation to act as Solicitation Agent hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations, warranties and other statements of the Company contained herein are now, and at all times during the Offer to Exchange will be, true and correct in all material respects.
(b) The Company at all times during the Offer to Exchange shall have performed all of its material obligations hereunder and theretofore required to have been performed.
(c) Legal counsel to the Company acceptable to the Solicitation Agent shall have furnished to the Solicitation Agent, concurrently with the execution of this Agreement, an opinion, dated the date hereof, substantially in the form of Exhibit B hereto.
Conditions of Obligation. The obligation to act as Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations, warranties and other statements of the Purchaser contained herein are now, and at all times during the Offers and the Solicitation will be, true and correct in all material respects.
(b) The Purchaser at all times during the Offers and the Solicitation shall have performed all of its material obligations hereunder and theretofore required to have been performed.
(c) Legal counsel to the Purchaser acceptable to the Dealer Manager shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion, dated the date hereof, substantially in the form of Exhibit B hereto.
Conditions of Obligation. The obligation of each of you to act as Dealer Managers hereunder shall at all times be subject, in your individual discretion, to the conditions that:
(a) All representations, warranties and other statements of the Company contained herein are now, and at all times during the Tender Offer will be, true and correct.
(b) The Company at all times during the Tender Offer shall have performed all of its obligations hereunder theretofore required to have been performed.
(c) No stop order, restraining order or injunction shall have been issued (and not subsequently stayed or vacated) by, and no proceeding, litigation or investigation shall have been initiated by or before, any agency, court or other governmental body with respect to the making or the consummation of the Tender Offer, which you, in good faith after consultation with your legal counsel and after consultation with the Company and its legal counsel, believe makes it inadvisable for you to continue to render services as Dealer Managers hereunder.
(d) Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Company, shall have furnished to you, as Dealer Managers, (a) concurrently with the execution of this agreement, their opinion and negative assurance letter dated the date of the commencement of the Tender Offer and (b) on the settlement date, their opinion and negative assurance letter dated as of the settlement date, in each case, substantially to the effect set forth in Exhibit A hereto.
Conditions of Obligation. The obligation of the Dealer Manager hereunder shall at all times be subject, in the Dealer Manager’s discretion, to the conditions that: All representations, warranties and other statements of the District contained herein are now, and at all times during the Tender Offer will be, true and correct. The District at all times during the Tender Offer shall have performed all of its obligations hereunder theretofore required to have been performed. Xxxxxx Snow LLP (“Bond Counsel”) or other counsel to the District shall furnish to the Dealer Manager, concurrently with the execution of this Agreement, their opinion(s), dated the date of the Invitation, that will be substantially to the effect set forth in Exhibit 1 hereto.
Conditions of Obligation. You shall be entitled to withdraw as Dealer Manager, at any time, if the conditions set forth in this Section are not met. Your obligation to act as Dealer Manager hereunder will at all times be subject, in your discretion, to the conditions that:
