Common use of Conditions of the Obligations Clause in Contracts

Conditions of the Obligations. of You and the Underwriters: The obligations of you and the Underwriters hereunder and under the applicable Pricing Agreement are subject to the following conditions: (a) at the applicable Closing Date no stop order suspending the effectiveness of the Registrant Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission; and the Representatives shall have received a certificate, dated the applicable Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or the Senior Vice President -- Finance and Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (f) of this Section 7; (b) the Representatives shall have received opinions, dated the applicable Closing Date and reasonably satisfactory to counsel retained by the Representatives on behalf of the Underwriters, (A) from Messrs. Xxxx, Raywid & Xxxxxxxxx or such other special communications counsel for the Company as may be reasonably satisfactory to the Representatives, (B) from the General Counsel of the Company to the following effect and covering such additional matters as the Representatives may reasonably request: (i) the Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business as described in the Prospectus (as amended or supplemented, if applicable) and the Company has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and the Pricing Agreement, and to issue and sell the Offered Securities as contemplated by this Agreement and the Pricing Agreement. (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Securities and the sale of the Offered Securities by the Company in accordance with the terms of this Agreement and the Pricing Agreement have been taken; (iv) to the best knowledge of such counsel, there is no legal or governmental proceeding pending or threatened against the Company or any of its subsidiaries which is required to be disclosed in the Prospectus (as amended or supplemented, if applicable) and is not so disclosed and correctly summarized therein; (v) to the best knowledge of such counsel, there is no contract or other document known to such counsel of a character required to be described in the Prospectus (as amended or supplemented, if applicable) or to be filed as an exhibit to the Registration Statement (or to a document incorporated by reference therein) that is not described or filed as required; (vi) the execution and delivery of this Agreement and of the Pricing Agreement, the issuance of the Offered Securities and the fulfillment of the terms herein and therein contained do not conflict with, or result in a breach of, or constitute a default under, the charter or by-laws of the Company or, to the best knowledge of such counsel, conflict in any material respect with, or result in a material breach of or constitute a material default under any material agreement, indenture or other instrument known to such counsel to which the Company or any of its significant subsidiaries is a party or by which it is bound, or result in a violation of any law, administrative regulation or court or governmental decree known to such counsel applicable to the Company or any of its subsidiaries, except that such counsel need not express any opinion with respect to (i) matters opined upon by special communications counsel and Messrs. Xxxxxxx & Xxxxxx or (ii) the Blue Sky or securities laws of any jurisdiction; and (vii) to the best knowledge of such counsel, neither the Registration Statement nor the Prospectus, as amended or supplemented, if applicable (except as to the financial statements and schedules and any other financial and statistical data contained or incorporated by reference in the Registration Statement or Prospectus, as to which no opinion need be expressed), contained, as of the date of the Prospectus was first filed with the Commission pursuant to Rule 424, or contains, as of the applicable Closing Date, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus as amended or supplemented, if applicable, in light of the circumstances under which they were made,) not misleading.

Conditions of the Obligations. of You and the Underwriters: The obligations of you and the Underwriters hereunder and under the applicable Pricing Agreement are subject to the following conditions: (a) at the applicable Closing Date no stop order suspending the effectiveness of the Registrant Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission; and the Representatives shall have received a certificate, dated the applicable Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or the a Senior Vice President -- Finance and Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (f) of this Section 7; (b) the Representatives shall have received opinions, dated the applicable Closing Date and reasonably satisfactory to counsel retained by the Representatives on behalf of the Underwriters, (A) from Messrs. Xxxx, Raywid & Xxxxxxxxx or such other special communications counsel for the Company as may be reasonably satisfactory to the Representatives, (B) from the General Counsel of the Company to the following effect and covering such additional matters as the Representatives may reasonably request: (i) the Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business as described in the Prospectus (as amended or supplemented, if applicable) and the Company has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and the Pricing Agreement, and to issue and sell the Offered Securities as contemplated by this Agreement and the Pricing Agreement. (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Securities and the sale of the Offered Securities by the Company in accordance with the terms of this Agreement and the Pricing Agreement have been taken; (iv) to the best knowledge of such counsel, there is no legal or governmental proceeding pending or threatened against the Company or any of its subsidiaries which is required to be disclosed in the Prospectus (as amended or supplemented, if applicable) and is not so disclosed and correctly summarized therein; (v) to the best knowledge of such counsel, there is no contract or other document known to such counsel of a character required to be described in the Prospectus (as amended or supplemented, if applicable) or to be filed as an exhibit to the Registration Statement (or to a document incorporated by reference therein) that is not described or filed as required; (vi) the execution and delivery of this Agreement and of the Pricing Agreement, the issuance of the Offered Securities and the fulfillment of the terms herein and therein contained do not conflict with, or result in a breach of, or constitute a default under, the charter or by-laws of the Company or, to the best knowledge of such counsel, conflict in any material respect with, or result in a material breach of or constitute a material default under any material agreement, indenture or other instrument known to such counsel to which the Company or any of its significant subsidiaries is a party or by which it is bound, or result in a violation of any law, administrative regulation or court or governmental decree known to such counsel applicable to the Company or any of its subsidiaries, except that such counsel need not express any opinion with respect to (i) matters opined upon by special communications counsel and Messrs. Xxxxxxx & Xxxxxx or (ii) the Blue Sky or securities laws of any jurisdiction; and (vii) to the best knowledge of such counsel, neither the Registration Statement nor the Prospectus, as amended or supplemented, if applicable (except as to the financial statements and schedules and any other financial and statistical data contained or incorporated by reference in the Registration Statement or Prospectus, as to which no opinion need be expressed), contained, as of the date of the Prospectus was first filed with the Commission pursuant to Rule 424, or contains, as of the applicable Closing Date, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus as amended or supplemented, if applicable, in light of the circumstances under which they were made,) not misleading.

Conditions of the Obligations. of You and the Underwriters: The obligations of you and the Underwriters hereunder and under the applicable Pricing Agreement are subject to the following conditions: (a) at the applicable Closing Date no stop order suspending the effectiveness of the Registrant Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission; and the Representatives shall have received a certificate, dated the applicable Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or the a Senior Vice President -- Finance and Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (f) of this Section 7; (b) the Representatives shall have received opinions, dated the applicable Closing Date and reasonably satisfactory to counsel retained by the Representatives on behalf of the Underwriters, (A) from Messrs. Xxxx, Raywid & Xxxxxxxxx or such other special communications counsel for the Company as may be reasonably satisfactory to the Representatives, (B) from the General Counsel of the Company to the following effect and covering such additional matters as the Representatives may reasonably request: (i) the Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business as described in the Prospectus (as amended or supplemented, if applicable) and the Company has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and the Pricing Agreement, and to issue and sell the Offered Securities as contemplated by this Agreement and the Pricing Agreement. (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Securities and the sale of the Offered Securities by the Company in accordance with the terms of this Agreement and the Pricing Agreement have been taken; (iv) to the best knowledge of such counsel, there is no legal or governmental proceeding pending or threatened against the Company or any of its subsidiaries which is required to be disclosed in the Prospectus (as amended or supplemented, if applicable) and is not so disclosed and correctly summarized therein; (v) to the best knowledge of such counsel, there is no contract or other document known to such counsel of a character required to be described in the Prospectus (as amended or supplemented, if applicable) or to be filed as an exhibit to the Registration Statement (or to a document incorporated by reference therein) that is not described or filed as required; (vi) the execution and delivery of this Agreement and of the Pricing Agreement, the issuance of the Offered Securities and the fulfillment of the terms herein and therein contained do not conflict with, or result in a breach of, or constitute a default under, the charter or by-laws of the Company or, to the best knowledge of such counsel, conflict in any material respect with, or result in a material breach of or constitute a material default under any material agreement, indenture or other instrument known to such counsel to which the Company or any of its significant subsidiaries is a party or by which it is bound, or result in a violation of any law, administrative regulation or court or governmental decree known to such counsel applicable to the Company or any of its subsidiaries, except that such counsel need not express any opinion with respect to (i) matters opined upon by special communications counsel and Messrs. Xxxxxxx & Xxxxxx or (ii) the Blue Sky or securities laws of any jurisdiction; and (vii) to the best knowledge of such counsel, neither the Registration Statement nor the Prospectus, as amended or supplemented, if applicable (except as to the financial statements and schedules and any other financial and statistical data contained or incorporated by reference in the Registration Statement or Prospectus, as to which no opinion need be expressed), contained, as of the date of the Prospectus was first filed with the Commission pursuant to Rule 424, or contains, as of the applicable Closing Date, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus as amended or supplemented, if applicable, in light of the circumstances under which they were made,) not misleading.

Conditions of the Obligations. of You and the Underwriters: The obligations of you and the Underwriters Initial Purchaser hereunder and under the applicable Pricing Agreement are subject to the accuracy, when made, and again on the Closing Date (as if made again on and as of such date), of the representations and warranties of the Company and the Subsidiary Guarantors contained herein, to the performance by the Company and the Subsidiary Guarantors of their obligations hereunder and to each of the following additional terms and conditions, and the obligations of the Company hereunder are subject to the occurrence of the events described in Sections 7(n) and 7(o) hereof: (a) at the applicable Closing Date no stop order suspending the effectiveness of the Registrant Statement The Offering Memorandum shall have been issued printed and no proceedings for that purpose shall be pending or threatened by copies made available to you not later than 9:00 a.m., New York City time, on the Commission; and day following the Representatives shall have received a certificate, dated the applicable Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or the Senior Vice President -- Finance and Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (f) date of this Section 7;Agreement or at such later date and time as you may approve in writing. (b) The Initial Purchaser shall not have discovered and disclosed to the Representatives shall have received opinions, dated the applicable Company on or prior to such Closing Date and reasonably satisfactory to counsel retained by that the Representatives on behalf Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the Underwritersreasonable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, (A) from Messrs. Xxxx, Raywid & Xxxxxxxxx or such other special communications counsel for the Initial Purchaser, is material or omits to state a fact which, in the opinion of such counsel, is material and is necessary to make the statements, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the other Operative Documents, the Plan of Reorganization, the Senior Credit Facility, the Offering Memorandum, and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchaser, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxxx Xxxx & Xxxxxxxxx shall have furnished to the Initial Purchaser, its written opinion, as may be counsel to the Company, addressed to the Initial Purchaser and dated as of the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchaser and its counsel, (B) from the General Counsel of the Company to the following effect and covering such additional matters as the Representatives may reasonably requestthat: (i) Each of the Company and each of its significant subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and organization, (b) has the corporate power and authority authority, and the legal right, to carry own and operate its properties, to lease the properties it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation in each of the jurisdictions listed on Schedule III hereto and is in good standing under the laws of each jurisdiction where its ownership, lease or operation of its properties or the conduct of its business as described requires such qualification and (d) is in compliance with its certificate of incorporation and by-laws or other organizational or governing documents and any law, treaty, rule or regulation or determination of an arbiter or a court or other governmental authority applicable to it or binding upon it or any of its property or to which it or any of its property is subject, except to the extent that the failure to comply therewith could not, in the Prospectus aggregate, reasonably be expected to have a Material Adverse Effect. (as amended or supplemented, if applicableii) Each of the Company and the Company Subsidiary Guarantors has the corporate all requisite power and authority to execute and execute, deliver and perform its obligations under this Agreement Agreement, the Plan of Reorganization and the Pricing Agreement, other Operative Documents and to authorize, issue and sell the Offered Securities as contemplated by this Agreement and the Pricing Agreement. (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Securities and the sale of the Offered Securities by the Company in accordance with the terms of this Agreement and the Pricing Agreement have been taken; (iv) to the best knowledge of such counsel, there is no legal or governmental proceeding pending or threatened against the Company or any of its subsidiaries which is required to be disclosed in the Prospectus (as amended or supplemented, if applicable) and is not so disclosed and correctly summarized therein; (v) to the best knowledge of such counsel, there is no contract or other document known to such counsel of a character required to be described in the Prospectus (as amended or supplemented, if applicable) or to be filed as an exhibit to the Registration Statement (or to a document incorporated by reference therein) that is not described or filed as required; (vi) the execution and delivery of this Agreement and of the Pricing Agreement, the issuance of the Offered Securities and the fulfillment of the terms herein and therein contained do not conflict with, or result in a breach of, or constitute a default under, the charter or by-laws of the Company or, to the best knowledge of such counsel, conflict in any material respect with, or result in a material breach of or constitute a material default under any material agreement, indenture or other instrument known to such counsel to which the Company or any of its significant subsidiaries is a party or by which it is bound, or result in a violation of any law, administrative regulation or court or governmental decree known to such counsel applicable to the Company or any of its subsidiaries, except that such counsel need not express any opinion with respect to (i) matters opined upon by special communications counsel and Messrs. Xxxxxxx & Xxxxxx or (ii) the Blue Sky or securities laws of any jurisdiction; and (vii) to the best knowledge of such counsel, neither the Registration Statement nor the Prospectus, as amended or supplemented, if applicable (except as to the financial statements and schedules and any other financial and statistical data contained or incorporated by reference in the Registration Statement or Prospectus, as to which no opinion need be expressed), contained, as of the date of the Prospectus was first filed with the Commission pursuant to Rule 424, or contains, as of the applicable Closing Date, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus as amended or supplemented, if applicable, in light of the circumstances under which they were made,) not misleading.