Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: (a) On the Closing Date, the Initial Purchasers shall have received the opinion, dated as of the Closing Date and addressed to the Initial Purchasers, of: (i) Xxxxxxxx & Xxxxx LLP, counsel for the Company, substantially in the form of Exhibit A hereto. In rendering such opinion, Xxxxxxxx & Xxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters; and (ii) Xxxxxx Xxxxxxxx, Esq., Executive Vice President, General Counsel and Secretary for the Company, substantially in the form of Exhibit B hereto. In rendering such opinion, Xxxxxx Xxxxxxxx, Esq. shall have received and may rely upon such certificates and other documents and information as he may reasonably request to pass upon such matters. (b) On the Closing Date, the Initial Purchasers shall have received the opinion, in form and substance reasonably satisfactory to the Initial Purchasers, dated as of the Closing Date and addressed to the Initial Purchasers, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchasers may reasonably require. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters. (c) The Initial Purchasers shall have received from the Independent Accountants a comfort letter or letters dated the date hereof and the Closing Date, in form and substance reasonably satisfactory to counsel for the Initial Purchasers. (d) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Final Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect. (e) The sale of the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (f) Subsequent to the date of the most recent financial statements in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect. (g) The Initial Purchasers shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chairman of the Board, President or any Senior Vice President and the Chief Financial Officer, to the effect that (i) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied in all material respects all conditions on its part to be performed in all material respects or satisfied hereunder at or prior to the Closing Date; (ii) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect; and (iii) the sale of the Notes hereunder has not been enjoined (temporarily or permanently). (h) On the Closing Date, the Initial Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received a certificate evidencing the insurance requirements (i) in substantially the form commonly known as “XXXXX 27” or otherwise in form and substance acceptable to the Initial Purchasers that (A) provides that the insurance has been issued, is in full force and effect, and conveys all the rights and privileges afforded under the insurance policies, (B) provides an unequivocal obligation to give notice in advance to additional interest parties of termination and notification of changes to the policy that would affect any such interest and (C) names the Collateral Agent as loss payee and additional insured and (ii) that otherwise complies with the requirements with respect thereto set forth in any Security Document or mortgage required pursuant hereto to be delivered to the Initial Purchasers. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received the Security Documents executed by the Company and such Security Documents shall be in form and substance satisfactory to the Initial Purchasers and shall be in full force and effect at all times from and after the Closing Date. On the Closing Date, the Initial Purchasers shall have received proper forms of UCC-1 financing statements or the equivalent (the “Financing Statements”) under Article 9 of the Uniform Commercial Code in each applicable jurisdiction (the “UCC”) to be filed as soon as reasonably practicable, but in no event later than five business days after the Closing Date, in the jurisdiction of incorporation of the Company, desirable to perfect the security interests purported to be created by the Security Agreement (as defined in the Indenture) in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes. The Company shall use its reasonable best efforts to provide, but only to the extent necessary and requested, to Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Initial Purchasers, as the case may be as soon as practicable, all information (other than information contained in the applicable schedule(s) to the Security Agreement) required for any filings to be made by the Collateral Agent with the United States Patent and Trademark Office or the United States Copyright Office or other appropriate filing offices of each jurisdiction to perfect the security interests purported to be created by the Security Agreement. The Company shall use its reasonable best efforts to obtain on the Closing Date, and in any event within ten business days after the Closing Date, UCC, judgment, tax lien, and Intellectual Property searches in the respective jurisdictions of the organization of the Company, (y) in the respective jurisdiction where the chief executive offices of the Company are located and (z) in any other jurisdiction in which the Company stores or maintains assets valued in excess of $500,000 in the aggregate; provided, however, that with respect to this clause searches will only be conducted at the secretary of state level unless otherwise requested by the Initial Purchasers; provided, however, to the extent such searches reveal Liens on any Collateral, other than Permitted Liens (as defined in the Indenture) and other Liens expressly permitted under the Indenture, the Company shall use its reasonable best efforts to release such Liens as soon as reasonably practicable. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchasers and counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Conditions of the Initial Purchasers’ Obligations. The obligation obligations of the Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Company on the date hereof, at the time of purchase, as if made on and as of such date, the performance by the Company of its obligations hereunder and to the Closing Datefollowing additional conditions precedent:
(a) On No event or condition of a type described in Section 3(x) hereof shall have occurred or shall exist, which event or condition is not described in the Closing DateTime of Sale Information (excluding any amendment or supplement thereto) and the Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities at the time of purchase on the terms and in the manner contemplated by this Agreement, the Initial Purchasers shall have received Time of Sale Information and the opinion, dated as of the Closing Date and addressed to the Initial Purchasers, of:Offering Memorandum.
(ib) The Company shall furnish to you at the time of purchase an opinion and 10b-5 statement of Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Company, substantially in the form of Exhibit A hereto. In rendering such opinion, Xxxxxxxx & Xxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters; and
(ii) Xxxxxx Xxxxxxxx, Esq., Executive Vice President, General Counsel and Secretary for the Company, substantially in the form of Exhibit B hereto. In rendering such opinion, Xxxxxx Xxxxxxxx, Esq. shall have received and may rely upon such certificates and other documents and information as he may reasonably request to pass upon such matters.
(b) On the Closing Date, the Initial Purchasers shall have received the opinion, in form and substance reasonably satisfactory to the Initial Purchasers, dated as of the Closing Date and addressed to the Initial Purchasers, and dated the time of purchase with executed copies for each Initial Purchaser in form and substance satisfactory to the Representative.
(c) You shall have received at the time of purchase the favorable opinion and 10b-5 statement of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchasers may reasonably require. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters.
(c) The Initial Purchasers shall have received from the Independent Accountants a comfort letter or letters dated the date hereof and the Closing Date, time of purchase in form and substance reasonably satisfactory to counsel for the Initial PurchasersRepresentative.
(d) The representations and warranties You shall have received at the time of the Company contained in this Agreement shall be true and correct in all material respects (except purchase an opinion with respect to intellectual property matters of Banner & Witcoff, Ltd., counsel for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company’s officers made pursuant to any certificate delivered , dated the time of purchase in accordance with the provisions hereof shall be true form and correct on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior substance satisfactory to the Closing Date; and, except as described in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Final Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse EffectRepresentative.
(e) The sale You shall have received at the time of purchase an opinion with respect to intellectual property matters of Xxxxxx X. Xxxxx, Patent Attorney, counsel for the Notes hereunder shall not be enjoined (temporarily or permanently) on Company, dated the Closing Datetime of purchase in form and substance satisfactory to the Representative.
(f) Subsequent to You shall have received from Ernst & Young LLP and EisnerAmper LLP letters dated, respectively, the date of this Agreement, the most recent financial statements time of purchase and addressed to the Initial Purchaser in the Final Memorandum (exclusive of any amendment or supplement thereto after forms satisfactory to the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decreeRepresentative, which loss or interferenceletters shall cover, individually or without limitation, the various financial disclosures contained in the aggregate, has or would reasonably be expected to have a Material Adverse EffectTime of Sale Information and the Offering Memorandum.
(g) The Initial Purchasers shall have received Company will, at the time of purchase, deliver to you a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chairman of the Board, President or any Senior Vice President Chief Executive Officer and the its Chief Financial Officer, to dated the effect that
(i) the representations and warranties time of the Company contained in this Agreement are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied in all material respects all conditions on its part to be performed in all material respects or satisfied hereunder at or prior to the Closing Date;
(ii) at the Closing Date, since the date hereof or since the date of the most recent financial statements purchase in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect; and
(iii) the sale of the Notes hereunder has not been enjoined (temporarily or permanently)form attached as Exhibit B hereto.
(h) On The Company will, at the Closing Datetime of purchase, deliver to you a certificate of its Chief Financial Officer, dated the Initial Purchasers time of purchase in the form attached as Exhibit C hereto.
(i) You shall have received the Registration Rights Agreement copies, duly executed by the Company and the other party or parties thereto, of the Indenture.
(j) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(y) hereof, and each such agreement Lock-Up Agreement shall be in full force and effect at all times from and after the Closing Date. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers time of purchase.
(k) You shall have received such further documents, opinions, certificates, letters on and schedules or instruments relating to as of the business, corporate, legal and financial affairs time of purchase satisfactory evidence of the good standing of the Company and its subsidiaries listed on Schedule D hereto in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as you may reasonably request, in each case in writing or any standard form of telecommunication from the Subsidiaries as they appropriate governmental authorities of such jurisdictions.
(l) No action shall have heretofore reasonably requested from the Company. Subject to the grace period specified in Section 8 hereofbeen taken and no statute, on the Closing Daterule, the Initial Purchasers regulation or order shall have received a certificate evidencing been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, at the insurance requirements (i) in substantially time of purchase, prevent the form commonly known as “XXXXX 27” issuance or otherwise in form sale of the Securities; and substance acceptable to the Initial Purchasers that (A) provides that the insurance has been issuedno injunction or order of any federal, is in full force and effect, and conveys all the rights and privileges afforded under the insurance policies, (B) provides an unequivocal obligation to give notice in advance to additional interest parties of termination and notification of changes to the policy that would affect any such interest and (C) names the Collateral Agent as loss payee and additional insured and (ii) that otherwise complies with the requirements with respect thereto set forth in any Security Document state or mortgage required pursuant hereto to be delivered to the Initial Purchasers. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers foreign court shall have received been issued that would, at the Security Documents executed by time of purchase, prevent the Company and such Security Documents shall be in form and substance satisfactory to issuance or sale of the Initial Purchasers and shall be in full force and effect at all times from and after the Closing Date. On the Closing Date, the Initial Purchasers Securities.
(m) The Securities shall have received proper forms of UCC-1 financing statements or the equivalent been made eligible for clearance and settlement through DTC.
(the “Financing Statements”n) under Article 9 of the Uniform Commercial Code in each applicable jurisdiction (the “UCC”) to be filed as soon as reasonably practicable, but in no event later than five business days after the Closing Date, in the jurisdiction of incorporation of the Company, desirable to perfect the security interests purported to be created by the Security Agreement (as defined in the Indenture) in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes. The Company shall use its reasonable best efforts have furnished to provide, but only you such other documents and certificates as to the extent necessary accuracy and requested, to Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Initial Purchasers, as the case may be as soon as practicable, all information (other than information contained completeness of any statement in the applicable schedule(s) to Preliminary Offering Memorandum, other Time of Sale Information, any Issuer Written Communication and the Security Agreement) required for any filings to be made by the Collateral Agent with the United States Patent and Trademark Office or the United States Copyright Office or other appropriate filing offices of each jurisdiction to perfect the security interests purported to be created by the Security Agreement. The Company shall use its reasonable best efforts to obtain on the Closing Date, and in any event within ten business days after the Closing Date, UCC, judgment, tax lien, and Intellectual Property searches in the respective jurisdictions Offering Memorandum as of the organization time of the Company, (y) in the respective jurisdiction where the chief executive offices of the Company are located and (z) in any other jurisdiction in which the Company stores or maintains assets valued in excess of $500,000 in the aggregate; provided, however, that with respect to this clause searches will only be conducted at the secretary of state level unless otherwise requested by the Initial Purchasers; provided, however, to the extent such searches reveal Liens on any Collateral, other than Permitted Liens (purchase as defined in the Indenture) and other Liens expressly permitted under the Indenture, the Company shall use its reasonable best efforts to release such Liens as soon as reasonably practicable. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchasers and counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchasers shall you may reasonably request.
(o) There shall exist no event or condition which would constitute a default or an event of default under the Securities or the Indenture.
Appears in 1 contract
Samples: Purchase Agreement (Tetralogic Pharmaceuticals Corp)
Conditions of the Initial Purchasers’ Obligations. The obligation several obligations of the Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Company on the date hereof, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Company of its obligations hereunder and to the Closing Datefollowing additional conditions precedent:
(a) On The Company shall furnish to you at the Closing Datetime of purchase and, if applicable, at the Initial Purchasers shall have received additional time of purchase, an opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel for the opinionCompany, dated as of the Closing Date and addressed to the Initial Purchasers, of:
(i) Xxxxxxxx and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for the Initial Purchasers, and in form and substance satisfactory to Xxxxxxx Xxxx & Xxxxx Xxxxxxxxx LLP, counsel for the CompanyInitial Purchasers, substantially in the form of Exhibit A hereto. In rendering such opinion, Xxxxxxxx & Xxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters; and
(ii) Xxxxxx Xxxxxxxx, Esq., Executive Vice President, General Counsel and Secretary for the Company, substantially set forth in the form of Exhibit B hereto. In rendering such opinion, Xxxxxx Xxxxxxxx, Esq. shall have received and may rely upon such certificates and other documents and information as he may reasonably request to pass upon such matters.
(b) On The Company shall furnish to you at the Closing Datetime of purchase and, if applicable, at the additional time of purchase, a certificate of Xxxxx X. Xxxxxxxx in his capacity as Senior Vice President and General Counsel of the Company in the form set forth in Exhibit C hereto.
(c) You shall have received from Ernst & Young LLP letters dated, respectively, the date of this Agreement, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial Purchasers (with executed copies for the Initial Purchasers) in the forms approved by UBS.
(d) You shall have received at the opiniontime of purchase and, if applicable, at the additional time of purchase, the favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Initial Purchasers, dated the time of purchase or the additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Initial Purchasers, dated as of the Closing Date and addressed to the Initial Purchasers, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchasers may reasonably require. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters.
(c) The Initial Purchasers shall have received from the Independent Accountants a comfort letter or letters dated the date hereof and the Closing Date, in form and substance reasonably satisfactory to counsel for the Initial Purchasers.
(d) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Final Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse EffectUBS.
(e) The sale of No amendment or supplement to either the Notes hereunder Preliminary Memorandum or the Final Memorandum, or any document which upon filing with the Commission would be incorporated by reference in either Memorandum, shall not be enjoined (temporarily at any time have been made or permanently) on the Closing Datefiled to which you have objected or shall object in writing.
(f) Subsequent to At the date time of purchase or the most recent financial statements in additional time of purchase, as the case may be, the Final Memorandum shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
(exclusive g) Between the time of execution of this Agreement and the time of purchase or the additional time of purchase, as the case may be, (A) no material adverse change or any amendment development involving a prospective material adverse change in the business, properties, management, financial condition or supplement thereto after results of operations of the date hereof), none of Company and the Subsidiaries taken as a whole shall occur or become known and (B) no transaction which is material and adverse to the Company has been entered into by the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect.
(g) The Initial Purchasers shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chairman of the Board, President or any Senior Vice President and the Chief Financial Officer, to the effect that
(i) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied in all material respects all conditions on its part to be performed in all material respects or satisfied hereunder at or prior to the Closing Date;
(ii) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect; and
(iii) the sale of the Notes hereunder has not been enjoined (temporarily or permanently)Subsidiaries.
(h) On The Company will, at the Closing Datetime of purchase and, if applicable, at the Initial Purchasers additional time of purchase, deliver to you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit D hereto.
(i) The Company will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Financial Officer, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit E.
(j) You shall have received the Registration Rights Agreement copies, duly executed by the Company and the other parties thereto, of the Indenture and the Registration Rights Agreement.
(k) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(z) hereof, and each such agreement Lock-Up Agreement shall be in full force and effect at all times from and after the Closing Date. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs time of the Company purchase and the Subsidiaries as they shall have heretofore reasonably requested from the Company. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received a certificate evidencing the insurance requirements (i) in substantially the form commonly known as “XXXXX 27” or otherwise in form and substance acceptable to the Initial Purchasers that (A) provides that the insurance has been issued, is in full force and effect, and conveys all the rights and privileges afforded under the insurance policies, (B) provides an unequivocal obligation to give notice in advance to additional interest parties time of termination and notification of changes to the policy that would affect any such interest and (C) names the Collateral Agent as loss payee and additional insured and (ii) that otherwise complies with the requirements with respect thereto set forth in any Security Document or mortgage required pursuant hereto to be delivered to the Initial Purchasers. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received the Security Documents executed by the Company and such Security Documents shall be in form and substance satisfactory to the Initial Purchasers and shall be in full force and effect at all times from and after the Closing Date. On the Closing Date, the Initial Purchasers shall have received proper forms of UCC-1 financing statements or the equivalent (the “Financing Statements”) under Article 9 of the Uniform Commercial Code in each applicable jurisdiction (the “UCC”) to be filed as soon as reasonably practicable, but in no event later than five business days after the Closing Date, in the jurisdiction of incorporation of the Company, desirable to perfect the security interests purported to be created by the Security Agreement (as defined in the Indenture) in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes. The Company shall use its reasonable best efforts to provide, but only to the extent necessary and requested, to Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Initial Purchaserspurchase, as the case may be as soon as practicable, all information be.
(other than information contained in the applicable schedule(sl) to the Security Agreement) required for any filings to be made by the Collateral Agent with the United States Patent and Trademark Office or the United States Copyright Office or other appropriate filing offices of each jurisdiction to perfect the security interests purported to be created by the Security Agreement. The Company shall use its reasonable best efforts have furnished to obtain on you such other documents and certificates as to the Closing Date, accuracy and in completeness of any event within ten business days after the Closing Date, UCC, judgment, tax lien, and Intellectual Property searches statement in the respective jurisdictions Final Memorandum as of the organization time of the Companypurchase and, (y) in the respective jurisdiction where the chief executive offices of the Company are located and (z) in any other jurisdiction in which the Company stores or maintains assets valued in excess of $500,000 in the aggregate; provided, however, that with respect to this clause searches will only be conducted at the secretary of state level unless otherwise requested by the Initial Purchasers; provided, however, to the extent such searches reveal Liens on any Collateral, other than Permitted Liens (as defined in the Indenture) and other Liens expressly permitted under the Indentureif applicable, the Company shall use its reasonable best efforts to release such Liens additional time of purchase, as soon as reasonably practicable. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchasers and counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchasers shall you may reasonably request.
(m) The Notes shall have been designated for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase.
(n) Between the time of execution of this Agreement and the time of purchase or additional time of purchase, as the case may be, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any debt securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act.
Appears in 1 contract
Conditions of the Initial Purchasers’ Obligations. The obligation several obligations of the Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Issuer, the Company and the Guarantors on the date hereof and at the time of purchase, the performance by the Issuer, the Company and the Guarantors of their respective obligations hereunder and to the Closing Datefollowing additional conditions precedent:
(a) On The Issuer shall furnish to you at the Closing Datetime of purchase an opinion of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers Issuer, addressed to the Representatives, and dated the time of purchase, as the case may be, with executed copies for each Representative, and in form and substance satisfactory to the Representatives, in the form set forth in Exhibit A hereto.
(b) The Issuer shall furnish to you at the time of purchase an opinion of Xxxxx X. Xxxxxx, Vice President, General Counsel and Secretary of the Company, addressed to the Representatives, and dated the time of purchase, as the case may be, with executed copies for each Representative, and in form and substance satisfactory to the Representatives, in the form set forth in Exhibit B hereto.
(c) You shall have received from KPMG LLP letters dated, respectively, the opiniondate of this Agreement, dated as the date of the Closing Date Final Memorandum and the time of purchase and addressed to the Representatives (with executed copies for each Initial PurchasersPurchaser) in the forms satisfactory to the Representatives, of:containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the various financial disclosures relating to the Issuer, the Company and its other subsidiaries, including pro forma financial information, contained in the Preliminary Memorandum and the Final Memorandum.
(id) Xxxxxxxx You shall have received from PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement, the date of the Final Memorandum and the time of purchase and addressed to the Representatives (with executed copies for each Initial Purchaser) in the forms satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the various financial disclosures relating to IRP and its subsidiaries contained in the Preliminary Memorandum and the Final Memorandum.
(e) You shall have received at the time of purchase the favorable opinion of Cravath, Swaine & Xxxxx LLP, counsel for the CompanyInitial Purchasers, substantially in dated the form time of Exhibit A hereto. In rendering such opinion, Xxxxxxxx & Xxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters; and
(ii) Xxxxxx Xxxxxxxx, Esq., Executive Vice President, General Counsel and Secretary for the Company, substantially in the form of Exhibit B hereto. In rendering such opinion, Xxxxxx Xxxxxxxx, Esq. shall have received and may rely upon such certificates and other documents and information as he may reasonably request to pass upon such matters.
(b) On the Closing Date, the Initial Purchasers shall have received the opinion, purchase in form and substance reasonably satisfactory to the Initial PurchasersRepresentatives.
(f) At the time of purchase, the Preliminary Memorandum, when taken together with Term Sheet, exclusive of any amendment or supplement, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
(g) The Issuer will, at the time of purchase, deliver to you a certificate of the Chief Executive Officer and the Chief Accounting Officer of the Company, dated the time of purchase in the form attached as Exhibit C hereto.
(h) The Issuer will, at the time of purchase, deliver to you a certificate of the Closing Date and addressed to Chief Accounting Officer of the Initial PurchasersCompany, dated the time of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for purchase in the Initial Purchasers, with respect to certain legal matters relating to this Agreement and such other related matters form attached as the Initial Purchasers may reasonably require. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP Exhibit D hereto.
(i) You shall have received copies, duly executed by the Issuer and may rely upon such certificates and the other documents and information as it may reasonably request to pass upon such mattersparty or parties thereto, of the Indenture.
(cj) The Issuer shall have executed the Registration Rights Agreement.
(k) The Issuer and the Escrow Agent shall have executed the Escrow Agreement and the Account Control Agreement, and the Initial Purchasers shall have received from the Independent Accountants a comfort letter or letters dated the date hereof an original copy thereof.
(l) The Trustee and the Closing DateEscrow Agent shall have received at the time of purchase such other approvals, opinions or documents as the Trustee or the Escrow Agent may reasonably request in form and substance reasonably satisfactory to counsel for the Initial Purchaserseach of them.
(dm) The representations and warranties trustee shall have received evidence satisfactory to the Trustee that the Trustee shall have control within the meaning of Section 9-104 of the Company contained in this Agreement shall be true Uniform Commercial Code over the Escrow Account.
(n) The Issuer and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the Closing Date; the Company shall have performed furnished to you such other documents and certificates as to the accuracy and completeness of any statement in all material respects all covenants and agreements and satisfied all conditions on its part the Preliminary Memorandum, the Final Memorandum or the Term Sheet as of the time of purchase as you may reasonably request.
(o) The Notes shall be included in the book-entry settlement system of the DTC, subject only to be performed or satisfied hereunder notice of issuance at or prior to the Closing Date; and, except as described in the Final Memorandum time of purchase.
(exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Final Memorandum, there p) There shall have been exist no event or development, and no information shall have become known, that, individually condition which would constitute a default or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect.
(e) The sale an event of default under the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing Date.
(f) Subsequent to the date of the most recent financial statements in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect.
(g) The Initial Purchasers shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chairman of the Board, President or any Senior Vice President and the Chief Financial Officer, to the effect that
(i) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied in all material respects all conditions on its part to be performed in all material respects or satisfied hereunder at or prior to the Closing Date;
(ii) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect; and
(iii) the sale of the Notes hereunder has not been enjoined (temporarily or permanently).
(h) On the Closing Date, the Initial Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received a certificate evidencing the insurance requirements (i) in substantially the form commonly known as “XXXXX 27” or otherwise in form and substance acceptable to the Initial Purchasers that (A) provides that the insurance has been issued, is in full force and effect, and conveys all the rights and privileges afforded under the insurance policies, (B) provides an unequivocal obligation to give notice in advance to additional interest parties of termination and notification of changes to the policy that would affect any such interest and (C) names the Collateral Agent as loss payee and additional insured and (ii) that otherwise complies with the requirements with respect thereto set forth in any Security Document or mortgage required pursuant hereto to be delivered to the Initial Purchasers. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received the Security Documents executed by the Company and such Security Documents shall be in form and substance satisfactory to the Initial Purchasers and shall be in full force and effect at all times from and after the Closing Date. On the Closing Date, the Initial Purchasers shall have received proper forms of UCC-1 financing statements or the equivalent (the “Financing Statements”) under Article 9 of the Uniform Commercial Code in each applicable jurisdiction (the “UCC”) to be filed as soon as reasonably practicable, but in no event later than five business days after the Closing Date, in the jurisdiction of incorporation of the Company, desirable to perfect the security interests purported to be created by the Security Agreement (as defined in the Indenture) in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes. The Company shall use its reasonable best efforts to provide, but only to the extent necessary and requested, to Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Initial Purchasers, as the case may be as soon as practicable, all information (other than information contained in the applicable schedule(s) to the Security Agreement) required for any filings to be made by the Collateral Agent with the United States Patent and Trademark Office or the United States Copyright Office or other appropriate filing offices of each jurisdiction to perfect the security interests purported to be created by the Security Agreement. The Company shall use its reasonable best efforts to obtain on the Closing Date, and in any event within ten business days after the Closing Date, UCC, judgment, tax lien, and Intellectual Property searches in the respective jurisdictions of the organization of the Company, (y) in the respective jurisdiction where the chief executive offices of the Company are located and (z) in any other jurisdiction in which the Company stores or maintains assets valued in excess of $500,000 in the aggregate; provided, however, that with respect to this clause searches will only be conducted at the secretary of state level unless otherwise requested by the Initial Purchasers; provided, however, to the extent such searches reveal Liens on any Collateral, other than Permitted Liens (as defined in the Indenture) and other Liens expressly permitted under the Indenture, the Company shall use its reasonable best efforts to release such Liens as soon as reasonably practicable. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchasers and counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Conditions of the Initial Purchasers’ Obligations. The obligation several obligations of the Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Company on the date hereof, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Company of its obligations hereunder and to the Closing Datefollowing additional conditions precedent:
(a) On The Company shall furnish to you at the Closing Datetime of purchase and, if applicable, at the Initial Purchasers additional time of purchase, an opinion of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, addressed to the Representatives, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Representative, and in form and substance satisfactory to the Representatives, in the form set forth in Exhibit B hereto.
(b) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxx X. Xxxxxx, Vice President, General Counsel and Secretary of the Company, addressed to the Representatives, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Representative, and in form and substance satisfactory to the Representatives, in the form set forth in Exhibit C hereto.
(c) You shall have received from KPMG LLP letters dated, respectively, the opiniondate of this Agreement, dated as the date of the Closing Date Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial PurchasersRepresentatives (with executed copies for each Representative) in the forms satisfactory to the Representatives, of:containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the various financial disclosures relating to the Company and its subsidiaries, including pro forma financial information, contained in the Preliminary Memorandum and the Final Memorandum.
(id) Xxxxxxxx You shall have received from PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement, the date of the Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Representatives (with executed copies for each Representative) in the forms satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the various financial disclosures relating to IRP and its subsidiaries contained in the Preliminary Memorandum and the Final Memorandum.
(e) You shall have received at the time of purchase and, if applicable, at the additional time of purchase, the favorable opinion of Cravath, Swaine & Xxxxx LLP, counsel for the CompanyInitial Purchasers, substantially in dated the form time of Exhibit A hereto. In rendering such opinionpurchase or the additional time of purchase, Xxxxxxxx & Xxxxx LLP shall have received and as the case may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters; and
(ii) Xxxxxx Xxxxxxxx, Esq., Executive Vice President, General Counsel and Secretary for the Company, substantially in the form of Exhibit B hereto. In rendering such opinion, Xxxxxx Xxxxxxxx, Esq. shall have received and may rely upon such certificates and other documents and information as he may reasonably request to pass upon such matters.
(b) On the Closing Date, the Initial Purchasers shall have received the opinionbe, in form and substance reasonably satisfactory to the Initial Purchasers, dated as of the Closing Date and addressed to the Initial Purchasers, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchasers may reasonably require. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such mattersRepresentatives.
(cf) The Initial Purchasers shall have received from At the Independent Accountants a comfort letter time of purchase or letters dated additional time of purchase, as applicable, the date hereof and the Closing DatePreliminary Memorandum, in form and substance reasonably satisfactory to counsel for the Initial Purchasers.
(d) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectwhen taken together with Term Sheet, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Final Memorandum (exclusive of any amendment or supplement thereto after supplement, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the date hereof)statements therein, subsequent to in the date light of the most recent financial statements in such Final Memorandumcircumstances under which they are made, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect.
(e) The sale of the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing Date.
(f) Subsequent to the date of the most recent financial statements in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effectmisleading.
(g) The Initial Purchasers shall have received Company will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of the Companyits Chief Executive Officer and its Chief Accounting Officer, dated the Closing Datetime of purchase or the additional time of purchase, signed on behalf of as the Company by its Chairman of the Boardcase may be, President or any Senior Vice President and the Chief Financial Officer, to the effect that
(i) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied in all material respects all conditions on its part to be performed in all material respects or satisfied hereunder at or prior to the Closing Date;
(ii) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect; and
(iii) the sale of the Notes hereunder has not been enjoined (temporarily or permanently)form attached as Exhibit D hereto.
(h) On The Company will, at the Closing Datetime of purchase and, if applicable, at the Initial Purchasers additional time of purchase, deliver to you a certificate of its Chief Accounting Officer, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit E hereto.
(i) You shall have received the Registration Rights Agreement copies, duly executed by the Company and the other party or parties thereto, of the Indenture.
(j) You shall have received each of the signed agreements (“Lock-Up Agreements”), in the form set forth as Exhibit A hereto, of each of its directors and officers (within the meaning of Rule 16a-1(f) under the Exchange Act) named in Exhibit A-1 hereto, and each such agreement Lock-Up Agreement shall be in full force and effect at all times from and after the Closing Date. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs time of the Company purchase and the Subsidiaries as they shall have heretofore reasonably requested from the Company. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received a certificate evidencing the insurance requirements (i) in substantially the form commonly known as “XXXXX 27” or otherwise in form and substance acceptable to the Initial Purchasers that (A) provides that the insurance has been issued, is in full force and effect, and conveys all the rights and privileges afforded under the insurance policies, (B) provides an unequivocal obligation to give notice in advance to additional interest parties time of termination and notification of changes to the policy that would affect any such interest and (C) names the Collateral Agent as loss payee and additional insured and (ii) that otherwise complies with the requirements with respect thereto set forth in any Security Document or mortgage required pursuant hereto to be delivered to the Initial Purchasers. Subject to the grace period specified in Section 8 hereof, on the Closing Date, the Initial Purchasers shall have received the Security Documents executed by the Company and such Security Documents shall be in form and substance satisfactory to the Initial Purchasers and shall be in full force and effect at all times from and after the Closing Date. On the Closing Date, the Initial Purchasers shall have received proper forms of UCC-1 financing statements or the equivalent (the “Financing Statements”) under Article 9 of the Uniform Commercial Code in each applicable jurisdiction (the “UCC”) to be filed as soon as reasonably practicable, but in no event later than five business days after the Closing Date, in the jurisdiction of incorporation of the Company, desirable to perfect the security interests purported to be created by the Security Agreement (as defined in the Indenture) in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes. The Company shall use its reasonable best efforts to provide, but only to the extent necessary and requested, to Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Initial Purchaserspurchase, as the case may be as soon as practicable, all information be.
(other than information contained in the applicable schedule(sk) to the Security Agreement) required for any filings to be made by the Collateral Agent with the United States Patent and Trademark Office or the United States Copyright Office or other appropriate filing offices of each jurisdiction to perfect the security interests purported to be created by the Security Agreement. The Company shall use its reasonable best efforts have furnished to obtain on you such other documents and certificates as to the Closing Date, accuracy and in completeness of any event within ten business days after the Closing Date, UCC, judgment, tax lien, and Intellectual Property searches statement in the respective jurisdictions Preliminary Memorandum, the Final Memorandum or the Term Sheet as of the organization time of the Companypurchase and, (y) in the respective jurisdiction where the chief executive offices of the Company are located and (z) in any other jurisdiction in which the Company stores or maintains assets valued in excess of $500,000 in the aggregate; provided, however, that with respect to this clause searches will only be conducted at the secretary of state level unless otherwise requested by the Initial Purchasers; provided, however, to the extent such searches reveal Liens on any Collateral, other than Permitted Liens (as defined in the Indenture) and other Liens expressly permitted under the Indentureif applicable, the Company shall use its reasonable best efforts to release such Liens additional time of purchase, as soon as reasonably practicable. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchasers and counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchasers shall you may reasonably request.
(l) The Notes shall be included in the book-entry settlement system of the DTC, subject only to notice of issuance at or prior to the time of purchase.
(m) The Shares shall have been approved for quotation on the NASDAQ, subject only to notice of issuance.
(n) There shall exist no event or condition which would constitute a default or an event of default under the Notes or the Indenture.
Appears in 1 contract
