Common use of Conditions of the Placement Agent’s Obligations Clause in Contracts

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder shall be subject to the continued accuracy in all material respects throughout the Offering Period of the representations, warranties, and agreements of the Company and the Trust, to the performance in all material respects by the Company and the Trust of their obligations hereunder and as contained in the Registration Statement and the Prospectus and at the date of Closing to the following terms and conditions: (a) The Registration Statement shall have become effective prior to the Closing and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or, to the knowledge of the Company, shall be contemplated, by the Commission. (b) The Placement Agent shall have received an opinion of Georxx X. Xxxx, Xx., Xxq., Senior Vice President and General Counsel to the Company, dated the Closing Date, to the effect that: (i) The Company is a corporation existing and in good standing under the laws of the State of Tennessee, and qualified in any other jurisdiction in which the business of the Company requires qualification. The Company has the corporate power and authority to own its properties and to conduct its business as described in the Registration Statement and the Prospectus; (ii) To the knowledge of such counsel after due inquiry, no consent, approval, authorization or order of any court or government agency or body is required with respect to the Company that has not been received for the consummation of the transactions contemplated by this Agreement, except