Conditions of Obligations of Agents Clause Samples
The "Conditions of Obligations of Agents" clause defines the specific requirements that must be satisfied before agents are required to perform their contractual duties. Typically, this clause outlines prerequisites such as the receipt of necessary documents, completion of due diligence, or confirmation that certain events have occurred. By clearly stating these conditions, the clause ensures that agents are not obligated to act until all agreed-upon criteria are met, thereby protecting agents from premature or unwarranted responsibilities and reducing the risk of disputes over performance.
Conditions of Obligations of Agents. The obligation of each Agent under this Agreement at any time to solicit offers to purchase the Notes is subject to the accuracy of the representations and warranties of the Company herein on the date hereof, on each Representation Date and on the date of each such solicitation, to the accuracy of the statements of the Company's officers made pursuant to the provisions hereof on each such date, to the performance by the Company of its obligations hereunder on or prior to each such date, and to each of the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any Agent, shall be contemplated by the Commission.
(b) Neither the Registration Statement nor the Prospectus, as amended or supplemented as of any Representation Date or date of such solicitation, as the case may be, shall contain any untrue statement of fact which, in the opinion of any Agent, is material or omits to state a fact which, in the opinion of such Agent, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
(c) There shall not have occurred (i) any suspension or limitation of trading in securities generally on the New York Stock Exchange other than a temporary suspension in trading to provide for an orderly market, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (ii) any banking moratorium declared by Federal or New York authorities; or (iii) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of such Agents, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with solicitations of purchases of, or sales of, Notes.
(d) At the Closing Date, the Agents shall have received an opinion, dated the Closing Date, of a counsel for the Company, to the effect that:
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with power and authority (corporate and other) to own its ...
Conditions of Obligations of Agents. The obligation of the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes, the obligation of any person who has agreed to purchase Notes to make payment for and take delivery of Notes, and the obligation of the Agents to purchase Notes pursuant to any Purchase Agreement, are subject to the accuracy, on each Representation Date, of the representations and warranties of the Company contained 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 by the Company of its respective obligations hereunder, and to each of the following additional terms and conditions:
Conditions of Obligations of Agents. The obligation of the Agents, as the agents of the Company, under this Agreement to solicit offers to purchase the Notes, the obligation of any person who has agreed to purchase Notes to make payment for and take delivery of Notes, and the obligation of any Agent to purchase Notes pursuant to any Purchase Agreement, is subject to the accuracy, on each Settlement Date and in the case of an Agent's obligation to solicit offers to purchase Notes, at the time of such solicitation, of the representations and warranties of the Company contained 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 by the Company of its obligations hereunder, and to each of the following additional terms and conditions:
Conditions of Obligations of Agents. Each Agent’s obligation to solicit offers to purchase the Notes as agent of the Company and each Purchaser’s obligation to purchase Notes pursuant to any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Company contained 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 its covenants and agreements contained herein and to the following additional conditions precedent:
Conditions of Obligations of Agents. The obligation of the Agents, as the agents of ▇▇▇▇▇▇▇ Kodak, under this Agreement to solicit offers to purchase the Notes, the obligation of any person who has agreed to purchase Notes to make payment for and take delivery of Notes, and the obligation of any Agent to purchase Notes pursuant to any Purchase Agreement is subject to the accuracy, on each Representation Date, of the representations and warranties of ▇▇▇▇▇▇▇ Kodak contained herein, to the accuracy of the statements of ▇▇▇▇▇▇▇ Kodak's officers made in any certificate furnished pursuant to the provisions hereof, to the performance by Eastman Kodak of its obligations hereunder and to each of the following additional terms and conditions: