Conditions of the Managers’ Obligations Sample Clauses

Conditions of the Managers’ Obligations. The obligations of the Manager are subject to (i) the accuracy of the representations and warranties of the Company as of each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, to the knowledge of the Company or the Manager, of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the Base Prospectus nor the Prospectus, and no amendment or supplement thereto, shall 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; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall 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. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n) hereof, the Manager shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance satisfactory to the Manager, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the Accountant, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof, the Manager shall have received a cert...
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Conditions of the Managers’ Obligations. The obligations of the Manager hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties of the Company contained in this Agreement or in certificates of any officer of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:
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Conditions of the Managers’ Obligations. The respective obligations of the Managers hereunder with respect to a sale of Units will be subject to the continuing accuracy and completeness of the representations and warranties of the Partnership Parties contained in this Agreement or in certificates of any officer of the Partnership Parties delivered pursuant to the provisions hereof, to the performance by the Partnership Parties of its covenants and other obligations hereunder, and to the following further conditions:
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Conditions of the Managers’ Obligations. The obligation of each Manager to purchase Notes on the Closing Date as provided herein is subject to the performance by the Issuer of its covenants and other obligations hereunder and to the following additional conditions:
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Conditions of the Managers’ Obligations. The obligations of each Manager hereunder and under any Terms Agreement are subject to (i) the accuracy of the representations and warranties of the Partnership herein on the date hereof, as of each Applicable Time, as of the date of any executed Terms Agreement and as of each Settlement Date, in each case as if made on and as of such date, (ii) the performance by the Partnership of its obligations hereunder and (iii) the following additional conditions: DB1/ 122710338.6 (a) The Prospectus shall have been filed with the Commission in accordance with the 1933 Act and Section 5(a) hereof. (b) The Managers shall have received on every Representation Date a certificate from the Partnership dated such date and signed by an officer of the Partnership to the effect set forth in subclauses (i) and (ii) of the first sentence of this Section 6, but modified as and to the extent provided in Section 5(r). (c) No stop order suspending the effectiveness of the Registration Statement shall be in effect on any Settlement Date; no order of the Commission directed to the adequacy of any Incorporated Document shall be in effect on any Settlement Date; no proceedings for either such purpose shall be pending before , or threatened by, the Commission on any Settlement Date; and, subject to Section 5(x), the Manager shall have received on every Representation Date, a certificate from the Partnership dated such date and signed by an officer of the Partnership to the effect that, as of such date, to the best of such officer’s knowledge, no such order is in effect and no proceedings for either such purpose are pending before, or to the knowledge of the Partnership threatened by, the Commission. (d) The Managers shall have received from Xxxxxx, Xxxxx & Bockius LLP, counsel for the Partnership, or other counsel reasonably satisfactory to the Managers, on every date specified in Section 5(t), subject to Section 5(x), an opinion and a negative assurance letter, each dated such date, in substantially the form and substance prescribed in Schedule C, or a reliance letter as contemplated in Section 5(t) hereto (i) with such changes therein as may be agreed upon by the Partnership and the Managers, with the approval of Counsel for the Managers, and (ii) if the Prospectus relating to the Units shall be supplemented or amended after the Prospectus shall have been filed with the Commission pursuant to Rule 424, with any changes therein necessary to reflect such supplementation or amendment. (e...
Sample 1
Conditions of the Managers’ Obligations. The obligations of the Manager hereunder with respect to any order submitted by the Selling Unitholder to the Manager to sell Units or any agreement by the Manager to purchase Units as principal are subject to (i) the accuracy of the representations and warranties on the part of the Partnership and the Selling Unitholder on the date hereof, and as of any Representation Date and any Settlement Date, (ii) the performance by the Partnership and the Selling Unitholder of their obligations hereunder and (iii) the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose or pursuant to Section 8A of the Securities Act shall be pending before or, to the knowledge of the Partnership Entities, threatened by the Commission; and the Commission shall not have notified the Partnership of any objection to the use of the form of Registration Statement. (b) Since the respective dates as of which information is given in the Prospectus, there shall not have been any change, or any development involving a prospective change, in the partnership interests, capital stock or long-term debt of the Partnership or any of its subsidiaries that would constitute a material adverse change to the Partnership and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position or results of operations of the Partnership and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Prospectus, if in the judgment of the Manager any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Units as contemplated in the Prospectus. (c) The Partnership shall have furnished to the Manager, at each Representation Date, the written opinion of Partnership Counsel, dated as of such date, as specified in Section 5(o). (d) The Partnership shall have furnished to the Manager, at each Representation Date, the written opinion of Xxxxxxxxxxx X. Xxxx, or other counsel satisfactory to the Manager, dated as of such date, as specified in Section 5(p). (e) The Partnership shall have furnished to the Manager, at each Representation Date, the written opinion of Special Tax Counsel, dated as of such date, as specified in Section 5(q). (f) At the dates specified in Se...
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Conditions of the Managers’ Obligations. The respective obligations of the Managers hereunder with respect to a sale of Units will be subject to the accuracy and completeness, at the date and time this Agreement is executed an delivered by the parties hereto, on each Representation Date, and as of each Applicable Time and Settlement Date, of the representations and warranties of the Partnership Parties contained in this Agreement or in certificates of any officer of the Partnership Parties delivered pursuant to the provisions hereof, to the performance by the Partnership Parties of its covenants and other obligations hereunder, and to the following further conditions:
Sample 1
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Related to Conditions of the Managers’ Obligations

  • Conditions of the Underwriters’ Obligations The respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of Xxxxxxx Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Xxxxxxxxxx Xxxxxxx PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

  • Conditions of Underwriters’ Obligations The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

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