Common use of Conditions of Underwriters’ Obligations Clause in Contracts

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

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Underwritten Securities pursuant to the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

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

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Underwritten Securities pursuant to the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Guarantor contained herein in Section 1(a) hereof or in certificates of any officer of the Company Company, the Guarantor or any of its their respective subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder the Guarantor of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained Subsidiary Guarantors herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereofcontained, to the performance by the Company and each Selling Shareholder the Subsidiary Guarantors of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Underwritten Securities pursuant to the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereofShareholder, to the performance by the Company and each the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and Company, the Selling Shareholders Shareholder and NAB contained herein or in certificates of any officer of the Company Company, the Selling Shareholder or any of its subsidiaries NAB, respectively, or on behalf of any the Company, the Selling Shareholder or NAB delivered pursuant to the provisions hereof, to the performance by the Company and each Company, the Selling Shareholder and NAB of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder Underwriter are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries the Subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

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

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any Selling Stockholder or any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder Stockholders delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and each other obligations hereunder and the performance by the Selling Shareholder Stockholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

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

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or by or on behalf of any the Selling Shareholder Stockholders delivered pursuant to the provisions hereof, to the performance by the Company and each of the Selling Shareholder Stockholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder in all material respects of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder Stockholders delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company Trust, the Administrator and the Selling Shareholders Investment Adviser contained herein in Section 1 hereof or in certificates of any officer of the Company Trust, the Administrator or any of its subsidiaries or on behalf of any Selling Shareholder the Investment Adviser delivered pursuant to the provisions hereof, to the performance by the Company Trust, the Administrator and each Selling Shareholder the Investment Adviser of their respective covenants and other obligations hereunderhereunder in all material respects, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section I hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any of the Selling Shareholder Stockholders delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Parent Guarantor contained herein in Section 1 hereof or in certificates of any officer of the Company and the Parent Guarantor or any subsidiary of its subsidiaries or on behalf of any Selling Shareholder the Company and the Parent Guarantor delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder the Parent Guarantor of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries Subsidiary or on behalf of any Selling Shareholder delivered pursuant to the provisions hereofhereof as of the Closing Time, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to (i) the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to (ii) the performance by the Company and each the Selling Shareholder of their respective covenants and other obligations hereunder, and to (iii) the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereofof this Section 5, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company Transaction Entities and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company Transaction Entities or any of its their subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company Transaction Entities and each the Selling Shareholder Stockholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the respective representations and warranties of the Company and the Selling Shareholders Shareholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company Transaction Entities and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company Transaction Entities or any of its their subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company Transaction Entities and each the Selling Shareholder Stockholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Principal Shareholder contained herein or in certificates of any officer of the Company Company, any Group Entities or any of its subsidiaries or on behalf of any Selling the Principal Shareholder delivered pursuant to the provisions hereofhereof as of the Closing Time or the Date of Delivery, as applicable, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunderhereunder as of or before the Closing Time or the Date of Delivery, as applicable, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company Guarantor and the Selling Shareholders Trust contained herein in Section 1 hereof or in certificates of any officer of the Company Guarantor and the Trust or any subsidiary of its subsidiaries or on behalf of any Selling Shareholder the Guarantor delivered pursuant to the provisions hereof, to the performance by the Company Trust and each Selling Shareholder the Guarantor of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder in all material respects of their respective covenants and other obligations hereunder, and to the following further conditions:

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

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the each Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or by or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in this Agreement, or in certificates of signed by any officer of the Company or any subsidiary of its subsidiaries or the Company (whether signed on behalf of any Selling Shareholder such officer, the Company or such subsidiary) delivered pursuant to the provisions hereofUnderwriter or counsel for the Underwriter, to the performance by the Company and each Selling Shareholder of their its respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in this Agreement or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or signed by or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or by or on behalf of any the Selling Shareholder Shareholders delivered pursuant to the provisions hereof, to the performance by the Company and each of the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy accuracy, when made and on each Date of Delivery, of the representations and warranties of the Company and the Selling Shareholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein or in certificates of any officer of the Company or any of its subsidiaries on or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of all of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder Shareholders delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder(s) contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for any Shares under this Underwriting Agreement are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Offerors contained herein in Section 1 of this Agreement or in certificates of any Trustee of the Trust, officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereofthis Agreement, to the performance by the Company and each Selling Shareholder Offerors of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

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

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company and its Subsidiaries or any officer of its subsidiaries or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its Subsidiaries of its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder Shareholders delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company Trust, the Administrator and the Selling Shareholders Investment Adviser contained herein in Section 1 hereof or in certificates of any officer of the Company Trust, the Administrator or any of its subsidiaries or on behalf of any Selling Shareholder the Investment Adviser delivered pursuant to the provisions hereof, to the performance by the Company Trust, the Administrator and each Selling Shareholder the Investment Adviser of their respective covenants and other obligations hereunderhereunder in all material respects, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in this Agreement, or in certificates of signed by any officer of the Company or any subsidiary of its subsidiaries or the Company (whether signed on behalf of any Selling Shareholder such officer, the Company or such subsidiary) delivered pursuant to the provisions hereofUnderwriter or counsel for the Underwriter, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any and the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Guarantors contained herein in Section 1 hereof or in certificates of any officer of the Company, either Guarantor or any subsidiary of the Company or any of its subsidiaries or on behalf of any Selling Shareholder either Guarantor delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder the Guarantors of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company Trust, the Administrator and the Selling Shareholders Investment Advisor contained herein in Section 1 hereof or in certificates of any officer of the Company Trust, the Administrator or any of its subsidiaries or on behalf of any Selling Shareholder the Investment Advisor delivered pursuant to the provisions hereof, to the performance by the Company Trust, the Administrator and each Selling Shareholder the Investment Advisor of their respective covenants and other obligations hereunderhereunder in all material respects, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or by or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Depositary Shares at the Closing Time are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries or on behalf of any Selling Shareholder the Company delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their its respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder(s) contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The Underwriter’s obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and Alliant and the Selling Shareholders Stockholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Alliant and the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company Gxxxxxxx Entities and the Selling Shareholders Stockholders contained herein or in certificates of any officer of the Company Gxxxxxxx Entities or any of its the Company’s subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are hereunder, to purchase and pay for the Shares to be delivered at each Time of Delivery shall be subject to the accuracy condition that, at and as of the such Time of Delivery, all representations and warranties of the Company and the Selling Shareholders contained its Subsidiaries herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by are true and correct and the Company and each Selling Shareholder its Subsidiaries shall have performed all of their respective covenants and other obligations hereunderhereunder theretofore to be performed, and to the following further additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein or in certificates of any officer of the Company or any of its subsidiaries Delek Entities or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the each Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder Shareholders delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and each other obligations hereunder and the performance by the Selling Shareholder Stockholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or Company, any Subsidiary of its subsidiaries the Company, or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein in Section 1 hereof or in certificates of any officer of the Company or any Subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries Subsidiary or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein or in certificates of any officer of the Company or any of its subsidiaries the Subsidiaries or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the several representations and warranties of the Company and the Selling Shareholders Stockholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any the Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

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

Conditions of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to the accuracy accuracy, when made and on each Delivery Date, of the representations and warranties of the Company Partnership Parties and the Selling Shareholders Unitholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder delivered pursuant to the provisions hereofherein, to the performance by the Company Partnership Parties and each the Selling Shareholder Unitholder of their respective covenants and other obligations hereunder, and to each of the following further additional terms and conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein in this Agreement or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or signed by or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or on behalf of any the Selling Shareholder Shareholders delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy accuracy, when made and as of the Applicable Time and on such Closing Date, of the representations and warranties of the Company and the Selling Shareholders stockholders contained herein or in certificates herein, to the accuracy of any officer the statements of the Company or and the Selling stockholders made in any of its subsidiaries or on behalf of any Selling Shareholder delivered certificates pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder stockholders of their respective covenants and other obligations hereunder, and to each of the following further additional terms and conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Securityholders contained herein in this Agreement, or in certificates of signed by any officer of the Company or any subsidiary of its subsidiaries or the Company (whether signed on behalf of such officer, the Company or such subsidiary) or any representative of the Selling Shareholder Securityholders delivered pursuant to the provisions hereofRepresentatives or counsel for the Underwriters, to the performance by the Company and each the Selling Shareholder Securityholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Shareholder Stockholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of its subsidiaries the Company or of or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each the Selling Shareholder Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company Partnership and the Selling Shareholders Unitholder contained herein or in certificates of any officer of the Company Partnership or any of its subsidiaries or on behalf of any the Selling Shareholder Unitholder delivered pursuant to the provisions hereof, to the performance by the Company Partnership and each the Selling Shareholder Unitholder of their respective covenants and other obligations hereunder, and to the following further conditions: