Common use of Conditions of Obligation Clause in Contracts

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. Your The Dealer Manager’s obligation to act as Dealer Manager a dealer manager hereunder shall at all times be subject, in your the Dealer Manager’s discretion, to the conditions that: (a) All representations, warranties and other statements of the Purchaser Authority and the Company City contained herein are now, and at all times during the Tender Offer Program, will be, true and correct in all material respectscorrect. (b) Each of the Purchaser The Authority and the Company City at all times during the Tender Offer Program shall have performed all of its their 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 CompanyXxxxxx Xxxx Xxxxxxxxx US LLP (“Bond Counsel”), 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 opinionsconcurrently with the execution of this Agreement, its opinion, dated the date of the Launch DateInvitation and in the form attached hereto as Annex B (i) stating in substance that this Agreement constitutes a valid and binding agreement of the Authority and the City, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “Certain Federal Income Tax Consequences,” (iii) providing negative assurance on the subsection “Target Bonds Not Tendered for Purchase” under the “Additional Considerations” section of the Invitation, and (iv) the actions of the Authority and the City in connection with the Tender Program as specifically set forth in the Tender Documents, are exempt from the provisions of Section 14(d) of the Securities Exchange Act of 1934, as amended, and Regulation 14D and Regulation 14E of the Securities and Exchange Commission and the related rules promulgated thereunder. (d) Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealer Manager providing that the Invitation, and the actions of the Authority and the City in connection with the Tender Program as specifically set forth in the Tender Documents, are exempt from the provisions of Section 14(d) of the Securities Exchange Act of 1934, as amended, and Regulation 14D and Regulation 14E of the Securities and Exchange Commission and the related rules promulgated thereunder. (e) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the consummation of the Tender Program, (ii) the execution, delivery or performance by the Authority or the City of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Consent Date Tender Documents which the Dealer Manager or its legal counsel in good faith believes makes it impossible for the Closing DateDealer Manager to continue to render services pursuant hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state or local, for the Dealer Manager so to act, or continue so to act, 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. (df) The Company At the Closing Date, there shall have furnished or caused been delivered to be furnished to you the Dealer Manager, on behalf of the Authority, a certificate of the Vice President and Treasurer and the General Counsel an authorized officer of the Company satisfactory to you identifying all material indenturesAuthority, agreements dated the Closing Date, and instruments to which stating that 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 representations and warranties set forth herein are subjecttrue and accurate as if made on such Closing Date. (eg) The Company At the Closing Date, there shall have caused all of its subsidiaries that are providing guarantees of any indebtedness been delivered to the Dealer Manager, on behalf of the Company (City, a certificate of an authorized officer of the "Guarantors") to become jointly City, dated the Closing Date, and severally liable with stating that the Company representations and the Purchaser to you under Section 8 hereofwarranties set forth herein are true and accurate as if made on such Closing Date.

Conditions of Obligation. Your The Dealer Manager’s obligation to act as Dealer Manager a dealer manager hereunder shall at all times be subject, in your the Dealer Manager’s discretion, to the conditions that: (a) All representations, warranties and other statements of the Purchaser City and the Company Authority contained herein are now, and at all times during the Tender Offer Tender/Exchange Program, will be, true and correct in all material respectscorrect. (b) Each of the Purchaser The City and the Company Authority at all times during the Tender Offer Tender/Exchange Program shall have performed all of its their respective 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 CompanyNorton Xxxx Xxxxxxxxx US LLP (“Bond Counsel”), 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 opinionsconcurrently with the execution of this Agreement, its opinion, dated the date of the Launch DateInvitation and in the form attached hereto as Annex B [[OPINION SHOULD COVER FOLLOWING TOPICS]] (i) stating in substance that this Agreement constitutes a valid and binding agreement of the City and the Authority, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “CERTAIN FEDERAL INCOME TAX CONSEQUENCES,” (iii) providing negative assurance on the subsections “Target Bonds Not Tendered for Purchase or Exchange” and “Offers May Be Required to Refund Bonds” under the “ADDITIONAL CONSIDERATIONS” section of the Invitation, and (iv) the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (d) Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation, shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealer Manager providing that the Invitation, and the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (e) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the consummation of the Tender/Exchange Program, (ii) the execution, delivery or performance by the Authority of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Consent Date Tender/Exchange Documents which the Dealer Manager or its legal counsel in good faith believes makes it impossible for the Closing DateDealer Manager to continue to render services pursuant hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state or local, for the Dealer Manager so to act, or continue so to act, 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. (df) The Company At the Closing Date, there shall have furnished or caused been delivered to be furnished to you the Dealer Manager, on behalf of the Authority, a certificate of the Vice President and Treasurer and the General Counsel an authorized officer of the Company satisfactory to you identifying all material indenturesAuthority, agreements dated the Closing Date, and instruments to which stating that 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 representations and warranties set forth herein are subjecttrue and accurate as if made on such Closing Date. (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. Your The Dealer Manager’s obligation to act as Dealer Manager a dealer manager hereunder shall at all times be subject, in your the Dealer Manager’s discretion, to the conditions that: (a) All representations, warranties and other statements of the Purchaser City and the Company Authority contained herein are now, and at all times during the Tender Offer Tender/Exchange Program, will be, true and correct in all material respectscorrect. (b) Each of the Purchaser The City and the Company Authority at all times during the Tender Offer Tender/Exchange Program shall have performed all of its their respective 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 CompanyXxxxxx Xxxx Xxxxxxxxx US LLP (“Bond Counsel”), 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 opinionsconcurrently with the execution of this Agreement, its opinion, dated the date of the Launch DateInvitation and in the form attached hereto as Annex B [[OPINION SHOULD COVER FOLLOWING TOPICS]] (i) stating in substance that this Agreement constitutes a valid and binding agreement of the City and the Authority, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “CERTAIN FEDERAL INCOME TAX CONSEQUENCES,” (iii) providing negative assurance on the subsections “Target Bonds Not Tendered for Purchase or Exchange” and “Offers May Be Required to Refund Bonds” under the “ADDITIONAL CONSIDERATIONS” section of the Invitation, and (iv) the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (d) Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation, shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealer Manager providing that the Invitation, and the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (e) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the consummation of the Tender/Exchange Program, (ii) the execution, delivery or performance by the Authority of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Consent Date Tender/Exchange Documents which the Dealer Manager or its legal counsel in good faith believes makes it impossible for the Closing DateDealer Manager to continue to render services pursuant hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state or local, for the Dealer Manager so to act, or continue so to act, 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. (df) The Company At the Closing Date, there shall have furnished or caused been delivered to be furnished to you the Dealer Manager, on behalf of the Authority, a certificate of the Vice President and Treasurer and the General Counsel an authorized officer of the Company satisfactory to you identifying all material indenturesAuthority, agreements dated the Closing Date, and instruments to which stating that 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 representations and warranties set forth herein are subjecttrue and accurate as if made on such Closing Date. (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. Your The Dealer Managers’ obligation to act as Dealer Manager a dealer manager hereunder shall at all times be subject, in your the Dealer Managers’ discretion, to the conditions that: (a) All representations, warranties and other statements of the Purchaser and the Company Commission contained herein are now, and at all times during the Tender Offer Program, will be, true and correct in all material respectscorrect. (b) Each of the Purchaser and the Company The Commission at all times during the Tender Offer Program shall have performed all of its obligations hereunder therefore required to have been performed. (ci) Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchaser and the Company and Xxxxxxx X. Xxxxxxa Professional Corporation, General Counsel of the CompanyNewport Beach, California (“Bond Counsel”), shall have furnished to you on each the Dealer Managers, concurrently with the execution of the Launch Datethis Agreement, the date that the Supplemental Indenture is executed (the "Consent Date") and the Closing Date, as Dealer Manager, their its opinions, dated the date of the Invitation and in the forms attached hereto as [Annex B-1]. (ii) Xxxxxx Xxxx Xxxxxxxxx, Disclosure Counsel, shall have furnished to the Dealer Managers, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealers in the form attached hereto as [Annex B-2]. (iii) Xxxxx Xxxxxxx LLP shall have furnished to the Dealer Managers, concurrently with the execution of this Agreement, an opinion in in the form attached hereto as [Annex B-3]. (iv) [The Dealer Managers shall have received opinions, dated as of the Launch Date and as of the Settlement Date, substantially in the Consent Date forms attached hereto as [Annex B-4 and Annex B-5], respectively, from the General Counsel of the Commission]. (d) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the Closing Dateconsummation of the Tender Program, (ii) the execution, delivery or performance by the Commission of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Tender Materials which the Dealer Managers or their legal counsel in good faith believes makes it impossible for the Dealer Managers to continue to render services pursuant hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state or local, for the Dealer Managers so to act, or continue so to act, 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 At the Closing Date, there shall have caused all of its subsidiaries that are providing guarantees of any indebtedness been delivered to the Dealer Managers, on behalf of the Company (Commission, a certificate of an authorized officer of the "Guarantors") to become jointly Commission, dated the Closing Date, and severally liable with stating that the Company representations and the Purchaser to you under Section 8 hereofwarranties set forth herein are true and accurate as if made on such Closing Date.

Conditions of Obligation. Your obligation to act as Dealer Manager Managers 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 Issuers contained herein are now, and at all times during the Tender Offer Offers will be, true and correct in all material respects; provided that, any such representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects as of such times. (b) Each of the Purchaser and the Company The Issuers at all times during the Tender Offer Offers shall have performed in all material respects all of its their obligations hereunder therefore theretofore required to have been performed. (c) (x) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx & XxxxxLLP, counsel to the Purchaser and the Company and Xxxxxxx X. Xxxxxx, General Counsel of the CompanyIssuers, 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 Dateyou, as Dealer ManagerManagers: (i) an opinion letter, their opinionsdated as of the date of commencement of the Tender Offers, to the effect set forth in Exhibit A hereto and (ii) an opinion letter and a disclosure letter, each dated as of the date of payment for the Securities, to the effect set forth in Exhibit B hereto. (y) The Dealer Managers shall have received opinions dated the date of payment for the Launch Date, Securities from special counsel to the Consent Date or the Closing Date, Issuers with respect to certain matters of health care and labor law as the case may beDealer Managers shall reasonably request, 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 such opinions to be furnished to you in a certificate of the Vice President form and Treasurer and the General Counsel of the Company substance reasonably 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 subjectDealer Managers. (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.