Conditions of the Obligations of the Initial Purchaser Sample Clauses

Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Companies set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by either Company of their respective covenants and other obligations hereunder, and to each of the following additional conditions:
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Conditions of the Obligations of the Initial Purchaser. The Initial Purchaser’s obligations hereunder will be subject to the accuracy of the representations and warranties herein made on the part of the Seller, FSC and the Servicer, to the accuracy of the statements of the officers of each of the Seller, FSC and the Servicer made pursuant to the provisions hereof, to the performance by the Seller, FSC and the Servicer of their respective obligations hereunder and to the following additional conditions precedent: (a) The Initial Purchaser shall have received fully executed copies of this Agreement, the Supplemented Pooling Agreement and the other Related Documents duly executed and delivered by the parties thereto. (b) Subsequent to the execution and delivery of this Agreement and prior to the Issuance Date, there shall not have occurred and be continuing (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Seller, FSC, the Servicer or Spirit of America which, in the reasonable judgment of the Initial Purchaser after consultation with the Seller and the Servicer, materially impairs the investment quality of the Offered Certificates; (ii) any reduction in or withdrawal of the rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Seller or the Servicer or any Affiliate of the Seller or the Servicer on any exchange or in any over-the-counter market; (iv) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities; (v) any material disruption in commercial banking securities settlement or clearance services; if, in the reasonable judgment of the Initial Purchaser, the effect of...
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Notes as provided herein on the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and, with respect to the Optional Notes, as of any Subsequent Closing Date as though then made, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Firm Debentures as provided herein on the First Closing Date and, with respect to the Optional Debentures, the Second Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Debentures, as of the Second Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser are subject to the accuracy, in all material respects, of the representations and warranties of the Manager and the Issuer contained in Section 1 and in certificates of any officer of the Manager or the Issuer delivered pursuant to the provisions hereof or any Transaction Document, to the performance in all material respects, by Manager and the Issuer of their respective covenants and other obligations hereunder and under the Transaction Documents and to the following additional conditions:
Conditions of the Obligations of the Initial Purchaser. The Initial Purchaser's obligations to purchase and pay for the Offered Securities pursuant to this Agreement are subject to the following conditions: (a) On the Closing Date, the Initial Purchaser shall have received an opinion of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (b) On the Closing Date, the Initial Purchaser shall have received an opinion of the General Counsel of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (c) On the Closing Date, the Initial Purchaser shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel for Wilmington Trust Company, individually and as Trustee, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (d) On the Closing Date, the Initial Purchaser shall have received an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Liquidity Provider and the Liquidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (e) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Liquidity Provider and the Liquidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (f) On the Closing Date, the Initial Purchaser shall have received an opinion of Xxxxxx & Xxxxxxx, special New York counsel for the Policy Provider, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (g) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Policy Provider, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (h) On the Closing Date, the Initial Purchaser shall have received an opinion of Xxxxx, Xxxxx & Xxxxxx, special counsel in Oklahoma City, Oklahoma, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (i) On the Closing Date, the Initial Purchaser shall have received an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel for the Initial Purchaser, dated the Closing Date, with respect to the validity of the Offered Securities, the Final Memorandum, the exemption from registration for the offer and sale of the Offered Securities to the Initial Purchase...
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Debentures as provided herein on the First Closing Date and, with respect to the Optional Debentures, the Second Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Debentures, as of the Second Closing Date as though then made, to the timely performance, in all material respects, by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) Accountants’ Comfort LetterOn the date hereof, the Initial Purchaser shall have received from each of KPMG LLP and KPMG Audyt Sp.zo.o., independent public or certified public accountants for the Company, a letter dated the date hereof addressed to the Initial Purchaser, in form and substance satisfactory to the Initial Purchaser, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the Initial Purchaser, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Offering Memorandum.
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Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to (A) the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof that are not qualified by materiality as of the date hereof and as of the Closing Date as though then made, (B) to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof that are qualified by materiality as of the date hereof and as of the Closing Date as though then made, (C) the timely performance by the Company of its covenants and other obligations hereunder and (D) each of the following additional conditions:
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties of the Company and the Guarantors herein (as though made on the Closing Date), to the accuracy of the statements of officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their obligations hereunder and to the following additional conditions precedent:
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor herein, to the accuracy of the statements of officers of the Company and the Guarantor made pursuant to the provisions hereof, to the performance by the Company and the Guarantor of their obligations hereunder and to the following additional conditions precedent: (a) The Initial Purchaser shall have received a letter, dated the date of this Agreement, of PricewaterhouseCoopers LLP ("PWC") in form and substance satisfactory to the Initial Purchaser concerning certain of the financial information set forth in the Offering Document. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company, the Guarantor and their respective subsidiaries taken as one enterprise or ARC and its subsidiaries taken as one enterprise, which, in the judgment of the Initial Purchaser, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company or ARC by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or ARC (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company or ARC has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Initial Purchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspe...
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