Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and each Subsidiary Guarantor herein, to the accuracy of the statements of officers of the Company and each Subsidiary Guarantor made pursuant to the provisions hereof, to the performance by the Company and each of the Subsidiary Guarantors of their respective obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received a letter, dated the date of this Agreement, of PricewaterhouseCoopers LLP, independent public accountants for the Company, in form and substance reasonably satisfactory to the Representative and PricewaterhouseCoopers LLP. (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 and its subsidiaries taken as one enterprise which, in the judgment of the Representative, 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 pursuant to this Agreement; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (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 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 Representative, 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 suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak or escalation of hostilities or acts of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representative, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities pursuant to this Agreement. (c) Xxxxx Xxxxx L.L.P., counsel to the Company, shall have furnished to the Representative, as of the Closing Date, its opinion, dated the Closing Date, as applicable, substantially to the effect set forth in Exhibit A. In rendering such opinion, Xxxxx Xxxxx L.L.P. may rely as to the incorporation of the Company and all other matters governed by Oklahoma law upon the opinion of Xxxxxxx & Xxxxxx, L.L.P. (d) On the Closing Date, the Representative shall have received, in form and substance reasonably satisfactory to them, the favorable opinion of Xxxxxxx & Xxxxxx, L.L.P., counsel to the Company and certain of the Subsidiary Guarantors, dated the Closing Date, substantially to the effect set forth in Exhibit B. (e) The Purchasers shall have received from Cravath, Swaine & Xxxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Xxxxx LLP may rely as to all matters governed by Oklahoma law upon the opinion of Xxxxxxx & Xxxxxx, L.L.P., referred to above. (f) The Purchasers shall have received a certificate, dated the Closing Date, of the Chief Financial Officer, Treasurer or any Vice President of the Company, acting in such capacity (and not individually), shall state that the representations and warranties of the Company in this Agreement are true and correct as if made on and as of such date, that the Company has performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date (after giving effect to the offering and sale of the Offered Securities), and that, subsequent to the date as of which information is given in the Offering Documents (as amended or supplemented), as of the date of such certificate, there has not been any change in such information that would have a Material Adverse Effect. (g) The Purchasers shall have received a letter, dated such Closing Date, of PricewaterhouseCoopers LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to such Closing Date for the purposes of this subsection. (h) The Purchasers shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of the State of Oklahoma, (ii) a certificate of good standing for the Company, dated as of a recent date, from such Secretary of State and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which the Company is qualified to do business as a foreign corporation under the laws of such state. (i) The Purchasers shall have received (i) a copy of the certificate or articles of incorporation (or similar organizational document), including all amendments thereto, of each of the Subsidiary Guarantors, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, (ii) a certificate of good standing for each of the Subsidiary Guarantors, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which each such subsidiary is qualified to do business as a foreign corporation (or similar entity) under the laws of each such state. (j) The Purchasers shall have received a counterpart of each Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each Subsidiary Guarantor. The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. The Representative may in its sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.
Appears in 1 contract
Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities on the Closing Date will be subject subject, after giving effect to the Transactions, to the accuracy of the representations and warranties on the part of the Company and each Subsidiary Guarantor herein, to the accuracy of the statements of officers of the Company and each Subsidiary Guarantor made pursuant to the provisions hereof, to the performance by the Company and each of the Subsidiary Guarantors of their respective its obligations hereunder and to the following additional conditions precedent:
(a) The At the time of execution of this Agreement, the Purchasers shall have received a letter, dated the date of this Agreement, of PricewaterhouseCoopers letter from Deloitte & Touche LLP, independent public accountants for the Company, in form and substance reasonably satisfactory to the Representative Representatives, addressed to the Purchasers and PricewaterhouseCoopers LLPdated the date hereof (i) 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 qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Preliminary Offering Memorandum, as of a date not more than three (3) days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.
(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 and its subsidiaries taken as one enterprise a whole which, in the judgment of the RepresentativeRepresentatives, 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 pursuant to this AgreementSecurities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62Rule 436(g) of under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (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 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 RepresentativeRepresentatives, 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 suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; States or (vii) any attack on, outbreak or escalation of hostilities or acts act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the RepresentativeRepresentatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities pursuant to this AgreementSecurities.
(c) Xxxxx Xxxxx L.L.P., counsel to the Company, The Purchasers shall have furnished to the Representativereceived an opinion and negative assurance letter, as of the Closing Date, its opinion, each dated the Closing Date, as applicableof the General Counsel of the Company, substantially to in the effect form set forth in Exhibit A. In rendering such opinion, Xxxxx Xxxxx L.L.P. may rely as to the incorporation of the Company A-1 and all other matters governed by Oklahoma law upon the opinion of Xxxxxxx & Xxxxxx, L.L.P.Exhibit A-2 hereto.
(d) On the Closing Date, the Representative The Purchasers shall have receivedreceived an opinion and negative assurance letter, in form and substance reasonably satisfactory to them, the favorable opinion of Xxxxxxx & Xxxxxx, L.L.P., counsel to the Company and certain of the Subsidiary Guarantors, each dated the Closing Date, of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Company, substantially to in the effect form set forth in Exhibit B.B-1 and Exhibit B-2 hereto.
(e) The Purchasers shall have received an opinion, dated the Closing Date, of Dxxxxx Gxxxxxx PLLC, Michigan counsel for the Company, substantially in the form set forth in Exhibit C hereto.
(f) The Purchasers shall have received an opinion, dated the Closing Date, of Sxxxxx, Xxxxx & Sxxxxxxx, P.C., federal energy regulatory counsel for the Company, substantially in the form set forth in Exhibit D hereto.
(g) The Purchasers shall have received from CravathMilbank, Swaine Tweed, Hxxxxx & Xxxxx MxXxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, in form and substance reasonably satisfactory with respect to the Representativevalidity of the Offered Securities, the General Disclosure Package and the Final Offering Memorandum, the exemption from registration for the offer and sale of the Offered Securities by the Company to the Purchasers and the resales by the Purchasers as contemplated hereby and other related matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Xxxxx LLP may rely as to all matters governed by Oklahoma law upon the opinion of Xxxxxxx & Xxxxxx, L.L.P., referred to above.
(fh) The Purchasers shall have received a certificate, dated the Closing Date, of the Chief Financial Officer, Treasurer Executive Officer or any Vice President and a principal financial or accounting officer of the CompanyCompany in which such officers, acting in such capacity (and not individually)to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct as if made on and as of such datecorrect, that the Company has performed in complied with all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such date (after giving effect to the offering and sale of the Offered Securities)Closing Date, and that, subsequent to the date as of which information is given the most recent financial statements in the General Disclosure Package there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package and the Final Offering Documents Memorandum.
(as amended or supplementedi) With respect to the letter of Deloitte & Touche LLP referred to in paragraph (a) and delivered to the Purchasers concurrently with the execution of this Agreement (the “Initial Letter”), the Purchasers shall have received letters (each, a “Bring-Down Letter”) of such accountants, addressed to the Purchasers and dated the Closing Date (i) 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 qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of such certificatethe Bring-Down Letter (or, there has not been any change with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in such information that would have a Material Adverse Effect.
(g) The Purchasers shall have received a letterthe Final Offering Memorandum, dated such Closing Date, as of PricewaterhouseCoopers LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three (3) days prior to such Closing Date for the purposes of this subsection.
(h) The Purchasers shall have received (i) a copy date of the certificate or articles Bring-Down Letter), the conclusions and findings of incorporation, including all amendments thereto, of such firm with respect to the Company, certified as of a recent date financial information and other matters covered by the Secretary of State of the State of Oklahoma, (ii) a certificate of good standing for the Company, dated as of a recent date, from such Secretary of State Initial Letter and (iii) a certificate, dated as of a recent date, of confirming in all material respects the Secretary of State of each state conclusions and findings set forth in which the Company is qualified to do business as a foreign corporation under the laws of such state.
(i) The Purchasers shall have received (i) a copy of the certificate or articles of incorporation (or similar organizational document), including all amendments thereto, of each of the Subsidiary Guarantors, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, (ii) a certificate of good standing for each of the Subsidiary Guarantors, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which each such subsidiary is qualified to do business as a foreign corporation (or similar entity) under the laws of each such stateInitial Letter.
(j) The Asset Acquisition shall have closed or close concurrently with the sale of the Offered Securities and each condition to the closing thereof contemplated by the Asset Acquisition Documents will, on or prior to the Closing Date, have been satisfied or waived. The Purchasers shall have received a counterpart of each Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer conformed copies of the Company and each Subsidiary GuarantorAsset Acquisition Documents. The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers Representatives shall reasonably request. The Representative Representatives may in its their sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.
Appears in 1 contract
Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities on the Closing Date Notes will be subject to the accuracy of the representations and warranties on the part of the Company Issuer, TILC and each Subsidiary Guarantor Trinity herein, to the accuracy of the statements of officers of the Company Issuer, TILC and each Subsidiary Guarantor Xxxxxxx made pursuant to the provisions hereof, to the performance by the Company and each of the Subsidiary Guarantors Issuer, TILC and Trinity of their respective its obligations hereunder and to the following additional conditions precedentprecedent on or prior to the Closing Date:
(a) The Purchasers shall have received from Deloitte LLP a letterletter or letters, dated as of the date of this Agreement, the Preliminary Offering Circular and as of PricewaterhouseCoopers LLP, independent public accountants for the CompanyApplicable Time, in form and substance reasonably satisfactory to the Representative Initial Purchaser and PricewaterhouseCoopers LLPtheir counsel, stating in effect that they have performed certain specified procedures, all of which have been agreed to by the Purchasers, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Preliminary Offering Circular and the final Offering Circular agrees with the corresponding information included on or derived from a certain computer-generated railroad car lease data file and related record layout, excluding any questions of legal interpretation.
(b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred 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 Issuer, TILC, TRLWT or Trinity and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the RepresentativePurchasers, including the Initial Purchaser or any of its affiliates, 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 pursuant to this AgreementNotes; (ii) any downgrading in the rating of any debt securities of the Company TILC or Trinity by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62Rule 436(g) of under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company TILC or Trinity (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by such organization that the Company Issuer, Trinity or TILC 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 Representativemajority in interest of the Purchasers including the Initial Purchaser or any of its affiliates, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered SecuritiesNotes, 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 ; (v) any suspension of trading of any securities of the Company Issuer, TILC or Trinity or any of its affiliates on any exchange or in the over-the-counter market; (vvi) any banking moratorium declared by U.S. Federal or New York authorities; (vivii) any major disruption of settlements of securities or clearance services in the United States; or (viiviii) any attack on, outbreak or escalation of hostilities or acts act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of majority in interest of the RepresentativePurchasers including the Initial Purchaser or any of its affiliates, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities pursuant to this AgreementNotes.
(c) Xxxxx Xxxxx L.L.P., counsel to the Company, shall have furnished to the Representative, as of the Closing Date, its opinion, dated the Closing Date, as applicable, substantially to the effect set forth in Exhibit A. In rendering such opinion, Xxxxx Xxxxx L.L.P. may rely as to the incorporation of the Company and all other matters governed by Oklahoma law upon the opinion of Xxxxxxx & Xxxxxx, L.L.P.
(d) On the Closing Date, the Representative shall have received, in form and substance reasonably satisfactory to them, the favorable opinion of Xxxxxxx & Xxxxxx, L.L.P., counsel to the Company and certain of the Subsidiary Guarantors, dated the Closing Date, substantially to the effect set forth in Exhibit B.
(e) The Purchasers shall have received from Cravath, Swaine & Xxxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, in form of (i) Xxxxxx Price P.C., counsel for the Issuer, (ii) the Associate General Counsel and substance reasonably satisfactory Secretary of Trinity, and (iii) such other law firms acceptable to the RepresentativeInitial Purchaser and its counsel, to the effect that:
(i) The Issuer has been duly formed and is an existing limited liability company in good standing under the laws of the state of Delaware, with power and authority (as a limited liability company and otherwise) to own its properties and conduct its business as described in the General Disclosure Package or Additional Issuer Information; and the Issuer is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;
(ii) TRLWT has been duly formed and is an existing Delaware statutory trust in good standing under the laws of the state of Delaware, with power and authority (as a statutory trust and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and TRLWT is duly qualified to do business as a statutory trust in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;
(iii) Each of TILC and Trinity has been duly incorporated and is an existing corporation in good standing under the laws of the state of Delaware, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of TILC and Trinity is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;
(iv) The Indenture and the other Transaction Documents have been duly authorized, executed and delivered by the Issuer, TILC, TRLWT or Trinity, as applicable; the Offered Notes have been duly authorized, executed, authenticated, issued and delivered and conform to the description thereof contained in the Final Offering Document; and each Transaction Document with respect to which it is a party, constitutes a valid and legally binding obligation of the Issuer, TILC, TRLWT or Trinity, as applicable, enforceable against the Issuer, TILC, TRLWT or Trinity, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(v) The Indenture creates a valid lien upon all of the Collateral (as defined in the Indenture) as granted under the Indenture and subject to the lien thereof, subject only to the exceptions referred to in the Indenture, and will create a similar lien upon all properties and assets that become part of the Company shall have furnished Collateral after the date of such opinion and required to such counsel such documents as they request be subjected to the lien of the Indenture, subject only to the exceptions referred to in the Indenture; the Trustee for the purpose benefit of enabling them the holders of the holders of the Offered Notes from time to pass upon such matters. In rendering such opiniontime will have, Cravath, Swaine & Xxxxx LLP may rely as to all matters governed by Oklahoma law upon the opinion filing of Xxxxxxx & Xxxxxxcertain financing statements, L.L.P., referred to above.a perfected security interest in the Collateral;
(fvi) Each of the Issuer, TILC, TRLWT and Trinity has been duly incorporated or formed, and is an existing corporation, statutory trust or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of the Issuer, TILC, TRLWT and Trinity is duly qualified to do business as a foreign corporation, statutory trust or limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification if the failure to be so qualified would materially and adversely affect its ability to perform its obligations under the Transaction Documents;
(vii) The Purchasers shall have received a certificateIssuer is not and, dated the Closing Date, of the Chief Financial Officer, Treasurer or any Vice President of the Company, acting in such capacity (and not individually), shall state that the representations and warranties of the Company in this Agreement are true and correct as if made on and as of such date, that the Company has performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date (after giving effect to the offering and sale of the Offered Securities)Notes and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act;
(viii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Notes, except for security interest filings contemplated by the Transaction Documents and except such as may be required under state securities laws and except for the filing of a notice of sale on Form D as required by Rule 503 of Regulation D of the Securities Act;
(ix) There are no pending actions, suits or proceedings against or affecting the Issuer, TILC, TRLWT, Trinity or any of their respective subsidiaries, or any of their respective properties that, subsequent if determined adversely to the date as Issuer, TILC, TRLWT, Trinity or any of which information is given their respective subsidiaries, would individually or in the Offering Documents (as amended or supplemented), as of the date of such certificate, there has not been any change in such information that would aggregate have a Material Adverse Effect., or would materially and adversely affect the ability of the Issuer, TILC, TRLWT or Trinity to perform their respective obligations under the Indenture, this Agreement, or any other Transaction Document or which are otherwise material in the context of the sale of the Offered Notes; and no such actions, suits or proceedings are threatened or, to such counsel’s knowledge, contemplated;
(gx) The Purchasers shall execution, delivery and performance of the Indenture, the other Transaction Documents to which the Issuer, TILC, TRLWT or Trinity is a party, and this Agreement and the issuance and sale of the Offered Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuer, TILC, TRLWT or Trinity or any of their properties, or any agreement or instrument to which the Issuer, TILC, TRLWT or Trinity is a party or by which the Issuer, TILC, TRLWT or Trinity is bound or to which any of the properties of the Issuer, TILC, TRLWT or Trinity is subject, or the organizational or formation documents of the Issuer, TILC, TRLWT or Trinity, and the Issuer has full power and authority to authorize, issue and sell the Offered Notes as contemplated by this Agreement;
(xi) Such counsel have received a letterno reason to believe that the Final Offering Document, dated such or any amendment or supplement thereto, as of the Applicable Time and as of the Closing Date, contained any untrue statement of PricewaterhouseCoopers LLP which meets a material fact or omitted to state any material fact necessary to make the requirements of subsection (a) of this Section, except statements therein not misleading; and such counsel have no reason to believe that the information specified date referred to in such subsection will be a date not more than three days prior schedule, if any, to such counsel’s letter, which information, when taken together with the Preliminary Offering Circular, will comprise the General Disclosure Package, as of the Applicable Time and as of the Closing Date for Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the purposes of this subsection.statements therein not misleading;
(hxii) The Purchasers shall have received (i) a copy of the certificate or articles of incorporationThis Agreement has been duly authorized, including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of the State of Oklahoma, (ii) a certificate of good standing for the Company, dated as of a recent date, from such Secretary of State and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which the Company is qualified to do business as a foreign corporation under the laws of such state.
(i) The Purchasers shall have received (i) a copy of the certificate or articles of incorporation (or similar organizational document), including all amendments thereto, of each of the Subsidiary Guarantors, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, (ii) a certificate of good standing for each of the Subsidiary Guarantors, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which each such subsidiary is qualified to do business as a foreign corporation (or similar entity) under the laws of each such state.
(j) The Purchasers shall have received a counterpart of each Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer each of the Company Issuer, TILC, TRLWT and each Subsidiary Guarantor. The Company will furnish Trinity;
(xiii) It is not necessary in connection with (i) the offer, sale and delivery of the Offered Notes by the Issuer to the several Purchasers pursuant to this Agreement, or (ii) the resales of the Offered Notes by the Purchasers with such conformed copies of such opinionsin the manner contemplated by this Agreement, certificatesto register the Offered Notes under the Securities Act or to qualify an indenture in respect thereof under the Trust Indenture Act;
(xiv) The statements in the Preliminary Offering Circular and the Offering Circular under the captions “The Issuer”, letters and documents as the Purchasers reasonably request. “The Representative may in its sole discretion waive on behalf Railcars”, “The Lessees”, “The Leases”, “The Manager”, “Description of the Purchasers compliance with any conditions to the obligations Management Agreement”, “Description of the Purchasers hereunder.Administrative Services Agreement”, “Description of the Asset Transfer Agreement”, “Description of the Offered Notes and Indenture” and “Description of the Parent Undertaking Agreement”, insofar as they purport to summarize certain terms of the Offered Notes and the applicable Transaction Documents, constitute a fair summary of the provisions purported to be summarized;
Appears in 1 contract
