Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 7 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

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Conditions to Effective Date. It shall be a condition to The Fund and the Effective Date Purchaser agree that each of the following conditions shall have been were satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectivethe Effective Date: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid; (h) Each of the PurchasersThe Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 6 contracts

Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It The Fund and the Purchaser agree (i) that each of the following conditions were satisfied or waived as of the Effective Date with respect to the Original RVMTP Shares and (ii) with respect to the Additional RVMTP Shares it shall be a condition to the Effective Date for such shares that each of the following conditions shall have been were satisfied or waived as of such datethe Effective Date, and upon such satisfaction or waiver, this Agreement shall be effectiveeffective with respect to the Additional RVMTP Shares: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP RVMTP Shares shall have a long-term issue credit rating of AAA AA (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s Xxxxx’x written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s Xxxxx’x to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP RVMTP Shares), as in effect on the respective Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the related Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 6 contracts

Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn), Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP AMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Banc of America of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Banc of America of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each Banc of the Purchasers America to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) Sections 2.3 and 2.4 hereof shall have been paid; (hg) Each Banc of the PurchasersAmerica, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Banc of America any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Banc of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any Banc of the Purchasers America may have reasonably requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each Banc of the Purchasers America agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 5 contracts

Samples: Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid, upon receipt of an invoice; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 5 contracts

Samples: VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn), VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn), VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It This Agreement shall be a condition to become effective on and as of the first date (the “Effective Date that each Date”) on which all of the following conditions shall precedent have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectivesatisfied: (a) The Agent shall have received from each party hereto a counterpart of this Agreement shall have been duly executed and delivered by the parties hereto;signed on behalf of such party. (b) the VMTP Shares The Company shall have a longpaid all accrued fees due and payable under the Term Fee Letter and all reasonable and documented out-term issue credit rating of-pocket expenses of AAA the Agent and the Lenders (or its equivalentincluding the accrued fees and expenses of counsel to the Agent) from required to be paid pursuant to this Agreement, in the case of expenses to the extent invoiced at least one Rating Agency three Business Days prior to the Effective Date. (c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) Subject to Section 3.05, on the Effective Date; (c) , the Fund following statement will be true and the Agent shall have obtained from Moody’s written confirmation that received for the issuance account of the VMTP Shares by the Fund will not, in and of itself, result in each Lender a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified certificate signed by a duly authorized officer of the Fund to be in full force and effect and not otherwise amendedCompany, of all Related Documents (dated the Effective Date, stating that the Specified Representations, other than the global shares representing the VMTP SharesSection 4.01(n), are correct on and as of the Effective Date. (e) The Agent shall have received on or before the Effective Date (x) the 3-Year Tranche Notes to the extent requested by 3-Year Tranche Lenders pursuant to Section 2.16 and (y) the 5-Year Tranche Notes to the extent requested by the 5-Year Tranche Lenders pursuant to Section 2.16, in effect each case, to the extent requested at least three Business Days in advance of the Effective Date. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and an incumbency certificate authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the authorized signatories thereto; (e) receipt by the Purchasers of opinions of counsel for the Fundother Loan Documents, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable);applicable. (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof The Agent shall have been paid;received a certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other Loan Documents. (h) Each The Agent shall have received a favorable opinions of (x) Xxxx X. Xxxxxx, General Counsel of the Purchasersshareholder of the Company and (y) Skadden, in its reasonable discretionArps, shall be satisfied that no change in lawSlate, rule or regulation (or their interpretation or administration)Xxxxxxx & Xxxx LLP, counsel for the Company, in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered in a form reasonably satisfactory to the Purchasers any additional documentation Agent and financial information, including satisfactory responses as to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings other matters as any of Lender through the Purchasers Agent may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedrequest.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (Nutrition & Biosciences, Inc.), Term Loan Credit Agreement (International Flavors & Fragrances Inc), Term Loan Credit Agreement (International Flavors & Fragrances Inc)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Banc of America of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Banc of America of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each Banc of the Purchasers America to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid, upon receipt of an invoice; (hg) Each Banc of the PurchasersAmerica, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Banc of America any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Banc of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any Banc of the Purchasers America may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each Banc of the Purchasers America agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 4 contracts

Samples: VMTP Purchase and Exchange Agreement (Bank of America Corp /De/), VMTP Purchase and Exchange Agreement (Bank of America Corp /De/), VMTP Purchase and Exchange Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiriesthe Due Diligence Request, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 4 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 4 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP AMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit EXHIBIT A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) Sections 2.3 and 2.4 hereof shall have been paid; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 3 contracts

Samples: Exchange Agreement (Wells Fargo & Company/Mn), Exchange Agreement (Wells Fargo & Company/Mn), Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP AMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Banc of America of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Banc of America of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each Banc of the Purchasers America to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.3 and 2.4 hereof shall have been paid; (hg) Each Banc of the PurchasersAmerica, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Banc of America any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Banc of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any Banc of the Purchasers America may have reasonably requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each Banc of the Purchasers America agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 3 contracts

Samples: Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Banc of America of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Banc of America of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Information Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each Banc of the Purchasers America to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.3 and 2.4 hereof shall have been paid; (hg) Each Banc of the PurchasersAmerica, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Banc of America any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Banc of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any Banc of the Purchasers America may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each Banc of the Purchasers America agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 3 contracts

Samples: VMTP Exchange Agreement (Bank of America Corp /De/), VMTP Exchange Agreement (Bank of America Corp /De/), VMTP Exchange Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition The obligations of the Lenders to make Loans to the Effective Date that Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions shall have been are satisfied (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been duly made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and delivered by the parties heretoCompany, together with all Exhibits thereto; (b) the VMTP Shares The Administrative Agent shall have received a long-term issue credit rating of AAA favorable written opinion (or its equivalent) from at least one Rating Agency on addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) X.X. Xxxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) the Fund The Administrative Agent shall have obtained from Moody’s written confirmation that received documents and certificates relating to the issuance organization, existence and good standing of the VMTP Shares by Company, the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal authorization of the ratings then assigned by Moody’s Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Auction Preferred SharesAdministrative Agent; (d) receipt The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the Purchasers of executed originalsPresident, a Vice President or copies certified by a duly authorized officer Financial Officer of the Fund to be in full force and effect and not otherwise amendedCompany, confirming as of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, that (i) the representations and an incumbency certificate with respect to warranties of the authorized signatories thereto;Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) receipt The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedCompany hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumProxy Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems they deem relevant; and (ji) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase issuance of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 3 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), Registration Rights Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by each of the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by each of the Purchasers of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memoranduman annex hereto, there shall not be any pending or overtly threatened material litigation of against the nature described in Section 4.5 Issuer (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each each of the Purchasers, in its their reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which that will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to each of the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to each of the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers such Purchaser may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 3 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers each Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers each Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid, upon receipt of an invoice; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers each Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers each Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 3 contracts

Samples: VMTP Purchase and Exchange Agreement (Bank of America Corp /De/), VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn), Purchase and Exchange Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiriesthe Due Diligence Request, as it reasonably deems they deem relevant; and (ji) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 3 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It This Agreement shall be a condition to become effective as of the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectivewhen: (a) this Agreement the Issuer shall have been received one or more counterparts of this Agreement, duly executed and delivered by the parties heretoIssuer, the Guarantors, and the Initial Forbearing Holders; (b) the VMTP Shares Issuer shall have received one or more counterparts of a long-term issue credit rating forbearance agreement in respect of AAA (or its equivalent) from at least one Rating Agency on the Effective DateIndenture dated as of February 17, 2016, by and among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee and as collateral trustee thereunder, and the 10.00% Second Lien Secured Senior Notes due 2021 issued by the Issuer pursuant thereto, duly executed and delivered by the Issuer, the Guarantors, and the holders party thereto; (c) the Fund shall have obtained Forbearance Agreement (as amended, amended and restated, supplemented or otherwise modified from Moody’s written confirmation time to time, the “Credit Agreement Forbearance Agreement”) heretofore entered into among the Issuer, the Guarantors, and Xxxxx Fargo Bank, National Association, as administrative agent, and the lenders party thereto in respect of that certain Multidraw Term Loan Agreement dated as of August 31, 2018, among the issuance of Issuer and certain Guarantors, as borrowers and/or loan parties, Xxxxx Fargo Bank, National Association, as administrative agent, and the VMTP Shares by lenders party thereto (the Fund will not, “Credit Agreement”) becomes effective in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares;accordance with its terms; and (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force all reasonable and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (g) the documented fees and expenses of the Holder Representatives in connection with the transactions contemplated by this Agreement or otherwise due and payable no later than under the Effective Date pursuant to Section 2.2(b)(i) hereof Indenture shall have been paid; (h) Each of paid by the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedIssuer.

Appears in 2 contracts

Samples: Forbearance Agreement, Forbearance Agreement (Petroquest Energy Inc)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ig) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (jh) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation the execution of the Purchase pursuant to this Agreement by the Purchaser shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/), Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA A (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Subsequent Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than Documents, the global shares representing Charter and the VMTP Shares)By-Laws, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories theretowith respect to the Related Documents; (ed) receipt by the Purchasers Subsequent Purchaser of opinions of counsel for the FundFund and a negative assurance letter, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumMemorandum or in a schedule delivered to the Subsequent Purchaser prior to the Effective Date, there shall not be any action, suit, proceeding or investigation pending or threatened material litigation (to the best knowledge of the nature described Fund) overtly threatened in Section 4.5 writing against the Fund in any court or before any governmental authority (unless such pending i) in any way contesting or threatened litigation has been determined by each that, if decided adversely, would affect the validity of any Related Document including this Agreement; or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of the Purchasers Liquidation Preference of or dividends on the VMTP Shares; (f) the fees and expenses and all other amounts payable on the Effective Date pursuant to be acceptable)Section 2.2(b) hereof shall have been paid, upon receipt of an invoice; (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersSubsequent Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Subsequent Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Subsequent Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Subsequent Purchaser may have reasonably requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Subsequent Purchaser agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Exchange Agreement (Wells Fargo & Company/Mn), Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It No Lender and neither the Administrative Agent nor the Collateral Custodian shall be a condition obligated to the Effective Date that each of take, fulfill or perform any other action hereunder, until the following conditions shall have been satisfied satisfied, in the sole discretion of, or waived as of such datein writing, and upon such satisfaction or waiver, this Agreement shall be effectiveby the Administrative Agent: (a) this This Agreement and the other Transaction Documents shall have been duly executed by, and delivered by to, the parties hereto; (b) hereto and thereto, and the VMTP Shares Administrative Agent shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on received such other documents, instruments, agreements and legal opinions as the Effective Date; (c) Administrative Agent shall reasonably request in connection with the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ib) there The Administrative Agent shall have been received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby; (c) The Borrower and the Collateral Manager shall each have delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; andAdministrative Agent a certification substantially in the form of Exhibit D; (jd) there The Borrower and the Collateral Manager shall each have been delivered to the Purchasers Administrative Agent a certificate as to whether such information entity is Solvent substantially in the form of Exhibit C; (e) The Borrower and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may Collateral Manager shall have reasonably requested relating delivered to the Fund’s entering into Administrative Agent certification that no Default, Event of Default, Change of Control, Key Person Event or Collateral Manager Termination Event has occurred and performing is continuing; (f) The Administrative Agent shall have received the executed legal opinion or opinions of Dechert LLP, counsel to the Loan Parties, covering (A) authority, (B) enforceability of this Agreement and the other Related Transaction Documents, (C) non-consolidation matters, (D) UCC, perfection and other closing matters and (E) certain tax matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (g) The Administrative Agent shall have received the executed legal opinion or opinions of Xxxxxx & Bird LLP, counsel to the Collateral Custodian and Document Custodian, covering (A) authority, (B) enforceability of this Agreement and the other Transaction Documents, and (C) other closing matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (h) The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all reasonable and documented fees due and unpaid under the Fee Letter; (i) The Borrower and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter; (j) Upon request, each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of the Lender; (k) The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, manager(s) or member(s) (or equivalent) of such Loan Party, as applicable, authorizing (A) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, and (B) the borrowings contemplated hereunder, and a certification that such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers of such Loan Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of such Loan Party in the jurisdiction of its organization, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall be executed by a corporate secretary or Responsible Officer of such Loan Party; (l) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of each Loan Party, and bankruptcy and pending lawsuits with respect to the Loan Parties and the results of such search shall be satisfactory to the Administrative Agent; (m) The Administrative Agent shall have received (i) all documentation and other information requested by the Administrative Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Beneficial Ownership Certification with respect to the Borrower, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (n) The results of the due diligence procedures, as carried out by the Administrative Agent, are satisfactory to the Administrative Agent, in its reasonable discretion; and (o) The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true and correct in all respects) on and as of the Effective Date (other than any representation and warranty that is expressly made as of another specific date which were true and correct in all material respects as of such date); and (p) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement or thereby as it shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedreasonably request.

Appears in 2 contracts

Samples: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.), Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP AMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers each Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers each Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit EXHIBIT A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) Sections 2.3 and 2.4 hereof shall have been paid; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers each Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers each Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Exchange Agreement, Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) Aa3 from at least one Rating Agency Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits A‑1, A‑2 and A‑3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA‑4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid[reserved;] (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. ; and (k) the Purchaser shall have delivered the documents described in Exhibit E. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Initial Series B Munifund Preferred Shares Purchase Agreement (Toronto Dominion Bank), Initial Series a Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this the LEARS Purchase Agreement shall have been duly executed and delivered by the parties heretohereto or thereto; (b) the VMTP Shares LEARS shall have a short-term credit rating of P-1 from Xxxxx’x and F1+ from Fitch, and a long-term credit rating of Aaa from Xxxxx’x and a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund Liquidity Provider shall have obtained short-term debt ratings of P-1 from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in Xxxxx’x and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred SharesF1+ from Fitch; (d) receipt by the Purchasers Liquidity Provider of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Statement, the LEARS, the LEARS Distribution Agreement, the LEARS Purchase Agreement, the LEARS Remarketing Agreement and the LEARS Tender and Paying Agent Agreement, in substantially the forms attached hereto as Exhibit E together with such changes as to which the Liquidity Provider may consent (such consent to be considered in good faith and not to be unreasonably withheld); a true and complete copy of all Related Documents (other than the global shares representing Charter as in full force and effect on the VMTP Shares)Effective Date; the Offering Memorandum in form and substance reasonably satisfactory to the Liquidity Provider, as in effect on the Effective Date, ; and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers Liquidity Provider of opinions of counsel for the FundFund and, substantially with respect to the effect Fee Agreement, of counsel for the Investment Adviser, in substantially the form of Exhibit A, with such changes as are agreed by the Liquidity Provider; (f) except receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent, in substantially the form of Exhibit B, with such changes as disclosed in are agreed by the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable)Fund; (g) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in substantially the form of Exhibit C, with such changes as are agreed by the Fund and Liquidity Provider; (h) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the LEARS and the execution and delivery of the Related Documents) payable no later than to the Liquidity Provider on or prior to the Effective Date pursuant to Section 2.2(b)(i) hereof this Agreement shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement;; and (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Liquidity Provider such publicly available information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as any of the Purchasers Liquidity Provider may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each Such documents shall, in any event, include a certificate of the Purchasers agree that consummation Fund, in form and substance satisfactory to the Liquidity Provider and its counsel, executed by an executive officer of the Purchase pursuant Fund, dated the Effective Date, to this Agreement shall constitute acknowledgment the effect that the foregoing conditions all representations and warranties made by the Fund herein or in any of the Related Documents to which it is a party shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, that all fees and expenses and other amounts and obligations payable by the Fund have been paid or satisfied or waivedas of such date and that all actions required to be taken, all consents required to be obtained, and all resolutions required to be adopted (which resolutions shall be attached to such certificate), in each case by the Fund under applicable law, have been done, obtained and adopted.

Appears in 2 contracts

Samples: Administrative Services Agreement (Blackrock Muniyield New Jersey Fund, Inc.), Tender and Paying Agent Agreement (Blackrock Muniyield Pennsylvania Quality Fund)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA AA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Closing Date Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than Documents, the global shares representing Charter and the VMTP Shares)By-Laws, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories theretowith respect to the Related Documents; (ed) receipt by the Purchasers Closing Date Purchaser of opinions of counsel for the FundFund and a negative assurance letter, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumMemorandum or in a schedule delivered to the Closing Date Purchaser prior to the Effective Date, there shall not be any action, suit, proceeding or investigation pending or threatened material litigation (to the best knowledge of the nature described Fund) overtly threatened in Section 4.5 writing against the Fund in any court or before any governmental authority (unless such pending i) in any way contesting or threatened litigation has been determined by each that, if decided adversely, would affect the validity of any Related Document including this Agreement; or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of the Purchasers Liquidation Preference of or dividends on the VMTP Shares; (f) the fees and expenses and all other amounts payable on the Effective Date pursuant to be acceptable)Section 2.2(b) hereof shall have been paid, upon receipt of an invoice; (g) the fees and expenses payable no later than the Effective Closing Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Closing Date Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Closing Date Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Closing Date Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Closing Date Purchaser agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA AA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Closing Date Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than Documents, the global shares representing Declaration and the VMTP Shares)By-Laws, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories theretowith respect to the Related Documents; (ed) receipt by the Purchasers Closing Date Purchaser of opinions of counsel for the FundFund and a negative assurance letter, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumMemorandum or in a schedule delivered to the Closing Date Purchaser prior to the Effective Date, there shall not be any action, suit, proceeding or investigation pending or threatened material litigation (to the best knowledge of the nature described Fund) overtly threatened in Section 4.5 writing against the Fund in any court or before any governmental authority (unless such pending i) in any way contesting or threatened litigation has been determined by each that, if decided adversely, would affect the validity of any Related Document including this Agreement; or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of the Purchasers Liquidation Preference of or dividends on the VMTP Shares; (f) the fees and expenses and all other amounts payable on the Effective Date pursuant to be acceptable)Section 2.2(b) hereof shall have been paid, upon receipt of an invoice; (g) the fees and expenses payable no later than the Effective Closing Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Closing Date Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Closing Date Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Closing Date Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Closing Date Purchaser agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency S&P on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumInformation Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiriesthe Due Diligence Request, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s Issuer's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It The consents and waivers set forth in Sections 1 and 2 shall be a condition to become effective on and after the Effective Date that each of date when the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:(the “Effective Date”): (a) this Agreement This Consent Letter shall have been duly executed and delivered by the parties hereto;Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, INSW and the Lenders constituting Required Lenders (the “Consenting Lenders”). (b) the VMTP Shares shall have a long-term issue credit rating On and as of AAA (or its equivalent) from at least one Rating Agency on the Effective Date;, after giving effect to the waivers and consents set forth in Sections 1 and 2 of this Consent Letter, all representations and warranties of the Borrower and its Subsidiaries contained in this Consent Letter, the Credit Agreement or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). (c) On and as of the Fund Effective Date, after giving effect to the waivers and consent set forth in Sections 1 and 2 of this Consent Letter, no Default or Event of Default shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in occurred and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares;be continuing. (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, Payment of all Related Documents fees and all other reasonable fees and documented out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and other than local counsel to the global shares representing the VMTP Shares), as in effect Administrative Agent) and other compensation due and payable on or prior to the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect payable to the consummation Administrative Agent, the Collateral Agent and the Lenders in respect of the transaction transactions contemplated by this Agreement;Restatement Agreement to the extent reasonably invoiced at least two (2) Business Days prior to the Effective Date. (ie) there On the Effective Date, the Administrative Agent shall have been delivered deliver written notice to the Purchasers any additional documentation Lenders, the Credit Parties and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any INSW of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each occurrence of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedEffective Date.

Appears in 2 contracts

Samples: Credit Agreement (Diamond S Shipping Inc.), Credit Agreement (Diamond S Shipping Inc.)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 3 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 3 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term issue credit rating of Aa2 from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 3 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Purchase Agreement (Wells Fargo & Company/Mn), Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase and sale of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) Aa3 from at least one Rating Agency Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Initial Series a Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/), Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance receipt by each of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Closing Date Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than Documents, the global shares representing Declaration and the VMTP Shares)By-Laws, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories theretowith respect to the Related Documents; (ed) receipt by each of the Closing Date Purchasers of opinions of counsel for the FundFund and a negative assurance letter, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumMemorandum or in a schedule delivered to each of the Closing Date Purchasers prior to the Effective Date, there shall not be any action, suit, proceeding or investigation pending or threatened material litigation (to the best knowledge of the nature described Fund) overtly threatened in Section 4.5 writing against the Fund in any court or before any governmental authority (unless such pending i) in any way contesting or threatened litigation has been determined by each that, if decided adversely, would affect the validity of any Related Document including this Agreement; or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of the Purchasers to be acceptable)Liquidation Preference of or dividends on the VMTP Shares; (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid, upon receipt of an invoice; (hg) Each each of the Closing Date Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to each of the Closing Date Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to each of the Closing Date Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any each of the Closing Date Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Closing Date Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP RVMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP RVMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses payable no later than the Effective Date pursuant to clause (i) of Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s Issuer's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the RVMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 2 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 2 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term issue credit rating of Aa2 from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 2 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Remarketing Purchase Agreement (Wells Fargo & Company/Mn), Series 2 Variable Rate Demand Preferred Shares (Vrdp) Remarketing Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this the VRDP Shares Purchase Agreement shall have been duly executed and delivered by the parties heretohereto or thereto; (b) the VMTP VRDP Shares shall have a short-term credit rating of P-1 from Xxxxx’x and F1+ from Fitch, and a long-term credit rating of Aaa from Xxxxx’x and a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund Liquidity Provider shall have obtained short-term debt ratings of P-1 from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in Xxxxx’x and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred SharesF1+ from Fitch; (d) receipt by the Purchasers Liquidity Provider of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Statement, the VRDP Shares, the VRDP Shares Distribution Agreement, the VRDP Shares Purchase Agreement, the VRDP Shares Remarketing Agreement and the VRDP Shares Tender and Paying Agent Agreement, in substantially the forms attached hereto as Exhibit E together with such changes as to which the Liquidity Provider may consent (such consent to be considered in good faith and not to be unreasonably withheld); a true and complete copy of all Related Documents (other than the global shares representing Charter as in full force and effect on the VMTP Shares)Effective Date; the Offering Memorandum in form and substance reasonably satisfactory to the Liquidity Provider, as in effect on the Effective Date, ; and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers Liquidity Provider of opinions of counsel for the FundFund and, substantially with respect to the effect Fee Agreement, of counsel for the Investment Adviser, in substantially the form of Exhibit A, with such changes as are agreed by the Liquidity Provider; (f) except receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent, in substantially the form of Exhibit B, with such changes as disclosed in are agreed by the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable)Fund; (g) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in substantially the form of Exhibit C, with such changes as are agreed by the Fund and Liquidity Provider; (h) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VRDP Shares and the execution and delivery of the Related Documents) payable no later than to the Liquidity Provider on or prior to the Effective Date pursuant to Section 2.2(b)(i) hereof this Agreement shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement;; and (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Liquidity Provider such publicly available information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as any of the Purchasers Liquidity Provider may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each Such documents shall, in any event, include a certificate of the Purchasers agree that consummation Fund, in form and substance satisfactory to the Liquidity Provider and its counsel, executed by an executive officer of the Purchase pursuant Fund, dated the Effective Date, to this Agreement shall constitute acknowledgment the effect that the foregoing conditions all representations and warranties made by the Fund herein or in any of the Related Documents to which it is a party shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, that all fees and expenses and other amounts and obligations payable by the Fund have been paid or satisfied or waivedas of such date and that all actions required to be taken, all consents required to be obtained, and all resolutions required to be adopted (which resolutions shall be attached to such certificate), in each case by the Fund under applicable law, have been done, obtained and adopted.

Appears in 2 contracts

Samples: Administrative Services Agreement (Blackrock Muniyield Michigan Quality Fund, Inc.), Administrative Services Agreement (Blackrock Muniyield Michigan Quality Fund, Inc.)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ig) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (jh) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation the execution of the Purchase pursuant to this Agreement by the Purchaser shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/), Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP AMTP Shares shall have a long-term issue credit rating of AAA at least Aa2 (or its equivalent) from at least one Rating Agency Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers DB of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers DB of opinions of counsel for the Fund, substantially to the effect of Exhibit AEXHIBITS X-0, X-0 and A-3; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers DB to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.3 hereof shall have been paid; (hg) Each of the PurchasersDB, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers DB any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers DB such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers DB may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers DB agree that consummation of the Purchase sale of the AMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 2 contracts

Samples: Amtp Shares Purchase Agreement (Deutsche Bank Ag\), Amtp Shares Purchase Agreement (Deutsche Bank Ag\)

Conditions to Effective Date. It shall be a condition to the purchase and sale of the Additional MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) Aa3 from at least one Rating Agency Xxxxx’x on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit AExhibits A-1, A-2 and A-3; (e) [reserved]; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Additional Series a Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 1 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 1 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term issue credit rating of Aa2 from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid on the Effective Date, subject to the prior receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. ; and (k) the Purchaser shall have delivered the documents described in Exhibit E. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 1 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Series 1 Variable Rate Demand Preferred Shares (Vrdp) Remarketing Purchase Agreement (Toronto Dominion Investments, Inc.)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumProxy Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid[reserved]; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems they deem relevant; and (ji) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase issuance of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and Aa2 (or its equivalent) from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase purchase and sale of the New VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It This Agreement shall be a become effective on the date (the "Effective Date") on which each condition to the Effective Date that listed in Section 4.2 is satisfied and each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveoccurred: (a) this Agreement The Agent shall have been duly received counterparts of (i) this Agreement, executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of each Person constituting the Fund to be in full force Borrower and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Dateeach Lender, and an incumbency certificate with respect to the authorized signatories thereto; (eii) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined each Security Document and other Loan Document executed by each of the Purchasers to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof Person party thereto. Each Lender shall have been paid; (h) Each of the Purchasersreceived a Revolving Credit Note and Term Note, in its reasonable discretion, and PNC shall be satisfied that no change in law, rule or regulation (or their interpretation or administration)have received a Swing Loan Note, in each case, conforming to the requirements hereof and executed by a duly authorized officer of each Person constituting the Borrower. (b) The Agent shall have occurred which will adversely affect received an officer's certificate of a duly authorized officer of each Person constituting the consummation Borrower and Scott dated as of the transaction Effective Date and certifying that the Secrexxxx's Certificates delivered to the Agent by each Person constituting a Borrower (except for ER Macao) and Scott on June 28, 2002, and except as set forth on said certificatx xxx attachments thereto remain accurate and have not been amended, modified, revoked or rescinded. (c) The Agent shall have received the executed legal opinion of Lowenstein Sandler PC, US counsel to the Persons constituting the Xxxxxxxx, xxxxxxxx with the opinions of Baker & McKenzie, Hong Kong counsel to ER Hong Kong, Conyers, Dill & Xxarmxx, Xxxxish Virgin Islands counsel to ER BVI xxx Xxxrsxx Xlobxx Xxxxted, and Macao counsel to ER Macao, substantialxx xx xhe form of Exhibit J. Such legal opinions shall cover such matters incident to the transactions contemplated by this Agreement;Agreement as the Agent and the Lenders reasonably may require. (d) The Agent shall have received a certificate of Emerson Radio Macao dated as of the Effective Date and certifying (0) xxxt attached thereto is a true, complete and correct copy of resolutions duly adopted by its Board of Directors authorizing (x) the execution, delivery and performance of this Agreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded, (2) as to the incumbency and specimen signature of each director executing any Loan Documents on its behalf and (3) that attached thereto are true and complete copies of its organizational documents; and such certificate and the resolutions attached thereto shall be in form and substance reasonably satisfactory to the Agent. (e) The Borrower shall have paid (i) all fees set forth in Sections 2.4(b) and 2.4(c) and 2.4(d) hereof on the dates specified and (ii) all fees of counsel to the Agent submitted on the date hereof as previously agreed to. This condition precedent does not derogate from the Borrower's continuing obligations under Section 10.5. (f) The Agent shall have received a Waiver and Consent from landlords of collateral locations with respect to which a Waiver and Consent is not currently existing, in each case in form and substance satisfactory to the Agent. (g) The Lenders shall have received such other materials, documents and papers regarding the Borrower or the Loans as the Lenders may reasonably require. (h) The Agent shall have received (i) all UCC Financing Statements or other public filing documents required to perfect any security interests and other evidence of the Liens granted pursuant to the Security Documents and (ii) original stock certificates evidencing all Capital Stock pledged pursuant to the Stock Pledge Agreement together with original stock powers (or equivalent forms) executed in blank in form and substance satisfactory to the Agent. (i) there ERC US shall have been delivered to the Purchasers any additional documentation Agent the most recent draft of ERC US' financial statements for the fiscal year ended March 31, 2005 and financial information, including satisfactory responses such statements shall be acceptable to its due diligence inquiries, as it reasonably deems relevant; andthe Agent. (j) there The Agent shall have been delivered received an appraisal of the property pledged to the Purchasers such information Agent for the benefit of the Lenders pursuant to the Intellectual Property Security Agreements, in form and copies of substance satisfactory to the Agent. (k) To the extent not listed above, the Agent shall have received, or shall have verified completion of, each item referenced on the closing checklist attached hereto as SCHEDULE 4.1(N), in form or in a manner reasonably satisfactory to the Agent. (l) All corporate and other proceedings, and all documents, approvals (if any) instruments and records certified, where appropriate, of trust proceedings as any of other legal matters in connection with the Purchasers may have reasonably requested relating to the Fund’s entering into and performing transactions contemplated by this Agreement and the other Related Loan Documents shall be reasonably satisfactory in form and substance to which it is a partythe Lenders, and the Agent and the Lenders shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedthereby as they may reasonably request.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Emerson Radio Corp)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of or on such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the 2019 VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency NRSRO, expected to be S&P, on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumInformation Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their its interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (h) there shall have been delivered to the Purchaser any additional documentation and financial information as it deems relevant; and (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s Issuer's entering into and performing this Agreement and the other Related Documents to which it the Issuer is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the 2019 VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA at least AA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(a) hereof shall have been paid; (hg) Each of the PurchasersThe Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It (a) The waivers, releases and agreements contemplated by Sections 3.2 and 4.2 shall be a condition subject to all of the following conditions having been satisfied or waived, as applicable: (i) Indiantown shall have obtained the consent or waiver, as applicable, of the Facility Lenders pursuant to the Financing Agreements with respect to this Agreement and the waivers, releases and agreements contemplated hereby; and (ii) the Trustee shall have obtained an order of the Bankruptcy Court in form and substance reasonably acceptable to the Parties authorizing the Trustee, on behalf of Lodestar, to execute and deliver this Agreement and to grant the waivers and releases contemplated hereby. (b) Unless and until the Effective Date has occurred, the agreements contemplated by Sections 3.2 and 4.2 of this Agreement and the Release shall be of no force or effect, regardless of whether, when or to what extent any of the agreements contemplated hereby have been entered into or performed or the conditions to the Effective Date have been satisfied, and without prejudice to any right, remedy or defense which any Party may have under applicable law. Each Party agrees that each it shall not submit into evidence or assert any claim or defense based on this Agreement, anything contained or implied in this Agreement or any communication among any of the following Parties or their Affiliates, whether before or after the date hereof, relating to the settlement of the matters which are the subject of this Agreement in any litigation, arbitration, dispute resolution or other proceeding relating in any way to the Facility or the disputed matters which are the subject of this Agreement, unless and until the Effective Date has occurred. (c) Upon the first date on which all of the conditions shall set forth in this Section 3.1 have been satisfied or waived as (the “Effective Date”) the waivers, releases and agreements contemplated by Section 3.2 of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement binding upon the Parties and shall be deemed to have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in entered into full force and effect and not otherwise amendedeffect, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation regardless of the nature described order in Section 4.5 (unless such pending or threatened litigation has been determined by each of which the Purchasers conditions to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedsatisfied.

Appears in 1 contract

Samples: Settlement and Termination Agreement (Indiantown Cogeneration Lp)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of or on such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the 2018 VMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency S&P on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers each Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers each Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumInformation Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers each Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiriesthe Due Diligence Request, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers each Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s Issuer's entering into and performing this Agreement and the other Related Documents to which it the Issuer is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the 2018 VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the acquisition of the MFP Shares in connection with the Reorganization and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Calculation and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase acquisition of the MFP Shares in connection with the Reorganization pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Information Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Exchange Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits A-0, X-0 xnd A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. ; and (j) the Purchaser shall have delivered the documents described in Exhibit E. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Toronto Dominion Investments, Inc.)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 8 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 8 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term credit rating of Aa2 from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 8 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Wells Fargo & Company/Mn)

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Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and Aa2 (or its equivalent) from Xxxxx’x on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers each Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers each Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paid; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers each Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (ji) there shall have been delivered to the Purchasers each Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; and (j) the sale and issuance of New VMTP Shares pursuant to Section 2.1(a)(2) of this Agreement shall be conditioned on the consummation of the transfer and exchange pursuant to Section 2.1(a)(1) of this Agreement. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Exchange and Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits A-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid on the Effective Date, subject to the prior receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. ; and (k) the Purchaser shall have delivered the documents described in Exhibit E. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Initial Series a Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 1 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Information Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA at least A (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ig) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (jh) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase Sale pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP RVMTP Shares shall have a long-term issue credit rating of (i) AAA (or its equivalent) from at least one Rating Agency on the Effective DateDate or (ii) if rated by Fitch, a Fitch long-term credit rating of AA; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP RVMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (e) receipt by the Purchaser of an opinion of counsel for the Calculation and Paying Agent substantially to the effect of Exhibit A-3 which opinion may be delivered by external counsel or in-house counsel to the Calculation and Paying Agent; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP AMTP Shares shall have a will continue to maintain its long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Xxxxx’x on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Wells Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Wells Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit AEXHIBITS A-1, A-2 and A-3; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.3 hereof shall have been paid; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase 2023 Transition of the AMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Amtp Shares Transition Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) AA from at least one Rating Agency Fitch and a long-term issue credit rating of Aa2 from Xxxxx’x on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits A-1, A-2 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Series C Munifund Preferred Shares Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering and Information Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Series a Munifund Preferred Shares Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.2 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Series a Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits A-1, A-2 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering and Information Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Series a Munifund Preferred Shares Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase and sale of the Additional MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) Aa3 from at least one Rating Agency Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit AExhibits A-1, A-2 and A-3; (e) [reserved]; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; 7 (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Additional Series a Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It This Agreement shall be a become effective on the date (the "Effective Date") on which each condition to the Effective Date that listed in Section 4.2 is satisfied and each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveoccurred: (a) this Agreement The Agent shall have been duly received counterparts of this Agreement, executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of each Person constituting the Fund Borrower and each Lender. Each Lender shall have received a Revolving Credit Note conforming to the requirements hereof and executed by a duly authorized officer of each Person constituting the Borrower. (b) The Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Person constituting the Borrower dated as of the Effective Date and certifying (1) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Board of Directors of such Person authorizing (x) the execution, delivery and performance of this Agreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded and (2) as to the incumbency and specimen signature of each officer executing any Loan Documents on behalf of such Person constituting the Borrower; and such certificate and the resolutions attached thereto shall be in full force form and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect substance satisfactory to the authorized signatories thereto;Agent. (c) The Agent shall have received the executed legal opinion of Xxxxxx & Xxxxxx and Xxxxxxx Xxxxx Xxxxxx & Xxxxxx, counsel to the Persons constituting the Borrower, substantially in the form of Exhibit F. Such legal opinion shall cover such matters incident to the transactions contemplated by this Agreement as the Agent and the Lenders reasonably may require. (d) The Borrower shall have paid to the Agent, for distribution to the Lenders, a non-refundable facility fee of $37,500. Such fee shall be distributed as follows: $14,062.50 to First Union National Bank and $23,437.50 to PNC Bank, National Association. (e) receipt by the Purchasers of opinions of counsel for the Fund, substantially The Borrower shall have paid to the effect of Exhibit A;Agent, for its account, the annual fee payable to the Agent pursuant to the letter agreement between the Agent and the Borrower dated December 3, 1997. (f) except as disclosed in The Borrower shall have paid all fees of counsel to the Offering Memorandum, there shall Agent submitted on the date hereof. This condition precedent does not be any pending or threatened material litigation of derogate from the nature described in Borrower's continuing obligations under Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable);10.5. (g) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Loan Documents shall be reasonably satisfactory in form and substance to which it is a partythe Lenders, and the Agent and the Lenders shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedthereby as they may reasonably request.

Appears in 1 contract

Samples: Revolving Credit Agreement (Guest Supply Inc)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 1 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 1 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term issue credit rating of Aa2 from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 1 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 1 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 1 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term credit rating of Aa2 from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 1 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Series 1 Variable Rate Demand Preferred Shares Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and Aa1 (or its equivalent) from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(a) hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the New VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Information Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.3 hereof shall have been paid; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase Exchange pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Exchange Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses payable no later than the Effective Date pursuant to clause (i) of Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s Issuer's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP AMTP Shares shall have a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Banc of America of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Banc of America of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumProxy Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each Banc of the Purchasers America to be acceptable); (gf) the fees and expenses or other amounts payable no later than on the Effective Date Date, if any, pursuant to Sections 2.3 or Section 2.2(b)(i) 2.4 hereof shall have been paid; (hg) Each Banc of the PurchasersAmerica, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Banc of America any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Banc of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any Banc of the Purchasers America may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each Banc of the Purchasers America agree that consummation of the Purchase issuance of the AMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the purchase of the Additional MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) Aa3 from at least one Rating Agency Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit AExhibits A‑1, A‑2 and A‑3; (e) [reserved]; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid[reserved;] (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. ; and (k) the Purchaser shall have delivered the documents described in Exhibit E. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Additional Series B Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumProxy Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (f) [reserved] (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the FundIssuer’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase issuance of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the New VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and Aa1 (or its equivalent) from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase purchase and sale of the New VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of or on such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the 2019 VMTP Shares shall have a long-term issue credit rating of AAA at least AA+ (or its equivalent) from at least one Rating Agency NRSRO, expected to be Fitch, on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers each Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers each Purchaser of opinions of counsel for the FundIssuer, substantially to the effect of Exhibit A; (fe) except as otherwise disclosed in the Offering Memorandumto each Purchaser, there shall not be any pending or overtly threatened material litigation of against the nature described in Section 4.5 Issuer (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the Purchaserseach Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers each Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers each Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers each Purchaser may have reasonably requested relating to the Fund’s Issuer's entering into and performing this Agreement and the other Related Documents to which it the Issuer is a party, and the transactions contemplated hereby and thereby. The Fund Issuer and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the 2019 VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid, upon receipt of an invoice; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 5 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 5 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 1 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 1 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term issue credit rating of Aa2 from Moody’s on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits A-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid on the Effective Date, subject to the prior receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. ; and (k) the Purchaser shall have delivered the documents described in Exhibit E. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 1 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Toronto Dominion Investments, Inc.)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on the Effective DateDate of one of (i) AAA from Fitch, (ii) AAA from S&P, or (iii) Aa1 (national fund) or Aa2 (state-specific fund) from Moody’s; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Xxxxx Fargo of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Xxxxx Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Xxxxx Fargo to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.2(b) hereof shall have been paid, upon receipt of an invoice; (hg) Each of the PurchasersXxxxx Fargo, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Xxxxx Fargo any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Xxxxx Fargo such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Xxxxx Fargo may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Xxxxx Fargo agree that consummation of the Purchase pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of or on such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the 2018 VMTP Shares shall have received a rating confirmation of a long-term issue credit rating of AAA at least AA- (or its equivalent) from at least one Rating Agency S&P on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (fe) except as disclosed in the Offering MemorandumInformation Statement, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (gf) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) 2.2 hereof shall have been paid; (hg) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (ih) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiriesthe Due Diligence Request, as it reasonably deems relevant; and (ji) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust corporate proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it the Fund is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the 2018 VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Conditions to Effective Date. It shall be a condition to the purchase of the MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits X-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i2.3(b) hereof shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Initial Series a Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/)

Conditions to Effective Date. It No Lender and neither the Administrative Agent nor the Collateral Custodian shall be a condition obligated to the Effective Date that each of take, fulfill or perform any other action hereunder, until the following conditions shall have been satisfied satisfied, in the sole discretion of, or waived as of such datein writing, and upon such satisfaction or waiver, this Agreement shall be effectiveby the Administrative Agent: (a) this This Agreement and the other Transaction Documents shall have been duly executed by, and delivered by to, the parties hereto; (b) thereto, and the VMTP Shares Administrative Agent shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on received such other documents, instruments, agreements and legal opinions as the Effective Date; (c) Administrative Agent shall reasonably request in connection with the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (e) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid; (h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction transactions contemplated by this Agreement; (ib) there The Administrative Agent shall have been received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby; (c) The Borrower and the Collateral Manager shall each have delivered to the Purchasers Administrative Agent a certification in the form of Exhibit D, and such certification shall, with respect to the Borrower, include a representation that the Borrower has neither incurred nor suffered to exist any additional documentation Indebtedness as of the Effective Date (for the avoidance of doubt, other than Indebtedness incurred hereunder and financial informationunder the Onshore Loan Agreement and the Offshore Loan Agreement); [Willow Tree BDC] Amended and Restated Loan, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; andSecurity and Collateral Management Agreement #506694681 (jd) there The Borrower and the Collateral Manager shall each have been delivered to the Purchasers Administrative Agent a certificate as to whether such information entity is Solvent in the form of Exhibit C; (e) The Borrower and copies Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of documentsDefault, approvals Change of Control or Collateral Manager Termination Event has occurred and is continuing; (if anyf) and records certifiedThe Administrative Agent shall have received the executed legal opinion or opinions of (i) Milbank LLP, where appropriatecounsel to the Loan Parties, of trust proceedings as any covering (A) authority of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing Borrower, (B) enforceability of this Agreement and the other Related Transaction Documents, (C) true sale and non-consolidation matters, and (D) UCC, perfection and other closing matters, and (ii) Eversheds Xxxxxxxxxx (US) LLP, counsel to Willow Tree Corporation, covering authority of the Willow Tree Corporation to enter into the Transaction Documents, in each case, (x) in form and substance acceptable to the Administrative Agent in its reasonable discretion and (y) delivered in escrow pending release by Milbank LLP or Eversheds Xxxxxxxxxx (US) LLP, as applicable, pursuant to Section 5.1(y)(i); (g) [Reserved]; (h) The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Fee Letter, it being agreed that, notwithstanding any provision herein to the contrary, all fees required to be paid on the Effective Date pursuant to the Fee Letter may be paid by the Borrower from funds on deposit in the General Collection Account; (i) The Borrower, the Collateral Manager, the Securities Intermediary and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter as of the date of its execution, it being agreed that, notwithstanding any provision herein to the contrary, all fees required to be paid on the Effective Date pursuant to the Collateral Custodian Fee Letter may be paid by the Borrower from funds on deposit in the General Collection Account; (j) Upon request, each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of the Lender; (k) The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, manager(s) or member(s) of such Loan Party, as applicable, authorizing (A) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, and (B) the borrowings contemplated hereunder, and a certification that such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers of such Loan Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 Secretary of State or other appropriate authority, evidencing the good standing of such Loan Party (A) in the jurisdiction of its organization and (B) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this clause (B), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall be executed by a corporate secretary or Responsible Officer of such Loan Party; (l) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of each Loan Party, and bankruptcy and pending lawsuits with respect to the Loan Parties and the results of such search shall be satisfactory to the Administrative Agent; (m) The Administrative Agent shall have received (i) all documentation and other information requested by the Administrative Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Beneficial Ownership Certification with respect to the Borrower, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (n) The results of the due diligence procedures, as carried out by the Administrative Agent, are satisfactory to the Administrative Agent, in its reasonable discretion; and (o) The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all respects on and as of the Effective Date (other than any representation and warranty that is expressly made as of another specific date which were true, correct, and complete as of such date); and (p) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby and thereby. The Fund and each of the Purchasers agree that consummation of the Purchase pursuant to this Agreement or thereby as it shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedreasonably request.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)

Conditions to Effective Date. It shall be a condition to the purchase of the Additional MFP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP MFP Shares shall have a long-term issue credit rating of AAA (or its equivalent) Aa3 from at least one Rating Agency Xxxxx’x on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit AExhibits A‑1, A‑2 and A‑3; (e) [reserved]; (f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid[reserved;] (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and; (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. ; and (k) the Purchaser shall have delivered the documents described in Exhibit E. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the MFP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Additional Series B Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)

Conditions to Effective Date. It shall be a condition to the purchase of the Series 2 VRDP Shares and the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series 2 VRDP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency Fitch and a long-term credit rating of Aa2 from Moody's on the Effective Date; (c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares; (d) receipt by the Purchasers Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares)Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; (ed) receipt by the Purchasers Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits A-0, X-0 and A-3; (e) receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit AA-4; (f) except as disclosed in the Offering Remarketing Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers Purchaser to be acceptable); (g) the fees and expenses and all other amounts payable no later than on the Effective Date pursuant to Section 2.2(b)(i) hereof 2.3 shall have been paidpaid upon receipt of an invoice; (h) Each of the PurchasersPurchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; (i) there shall have been delivered to the Purchasers Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and (j) there shall have been delivered to the Purchasers Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers Purchaser may have reasonably requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. The Fund and each of the Purchasers Purchaser agree that consummation of the Purchase purchase and sale of the Series 2 VRDP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

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