Conditions to the Obligations of the Agents Sample Clauses

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) under the Act, the Prospectus, and any supplement, shall have been filed in the manner and within the time period required by Rule 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company. (b) Subject to Section 5(g) below, the Company shall have furnished to each Agent the opinions of Xxxxxxx Coie LLP or other counsel to the Company reasonably acceptable to the Agents, and the opinion of the General Counsel for the Company, dated the Execution Time, substantially in the forms of Exhibits D-1 and D-2 hereto and Exhibit E hereto, respectively. (c) Subject to Section 5(g) below, each Agent shall have received from Xxxxxxxx & Xxxxxxxx LLP or other counsel for the Agents determined by the Agents and reasonably acceptable to the Company, such opinion or opinions, dated the Execution Time, with respect to the incorporation of the Company, the validity of the Indenture and the Notes, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. In rendering their opinions, Xxxxxxxx & Xxxxxxxx LLP (or other counsel for the Agents) may rely upon the opinion described above of the General Counsel for the Company, as to all matters of Idaho, Montana, Nevada, Oregon, Washington, and Wyoming law. (d) The Company shall have furnished to each Agent a ce...

Conditions to the Obligations of the Agents. The obligation of any Agent, as agent of the Bank, at any time (“Solicitation Time”) to solicit offers to purchase the Notes from the Bank and the obligation of any Agent to purchase Notes from the Bank as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject, in such Agent’s discretion, to the condition that all representations and warranties and other statements of the Bank herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated by reference in such Terms Agreement) are true and correct at and as of the Commencement Date and any applicable date referred to in Section 5(l) hereof that is prior to such Solicitation Time or Time of Delivery, as the case may be, and at and as of such Solicitation Time or at and as of both such Time of Delivery and Time of Agent Purchase, as the case may be (“Time of Agent Purchase” shall mean, with respect to any obligation of an Agent to purchase Notes as principal, the time when the applicable Terms Agreement becomes effective or if there is no Terms Agreement, the time when the Agent otherwise becomes committed to purchase the Notes); the condition that prior to such Solicitation Time or Time of Delivery, as the case may be, the Bank shall have performed all of its obligations hereunder and under any applicable Terms Agreement theretofore to be performed; and the following additional conditions:

Conditions to the Obligations of the Agents. The obligation of each of the Agents to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), as of the date any supplement to the Prospectus is filed with the SEC, as of each Acceptance Date and as of each Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Agents the opinion of counsel to the Company, dated the date hereof, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Missouri, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties or conducts business, except where the failure to so qualify would not have a material adverse effect on the Company; (ii) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, generally from time to time in effect and to general principles of equity); the Notes have been duly authorized and established in conformity with the Indenture, and, when the terms of the Notes have been duly established in conformity with the Indenture so as not to violate or conflict with any provisions of law or any agreement or instrument applicable to the Company or any of its properties, when ...

Conditions to the Obligations of the Agents. The obligations of the Agents to solicit offers to purchase the Notes as agents of Québec and the obligations of any Agent to purchase Notes pursuant to any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of Québec herein, to the accuracy of the statements of authorized representatives of Québec made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by Québec of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) At Closing Time, the Agents, and, in the case of the opinions referred to in Sections 5(a)(2) and 5(a)(3), at each Settlement Date with respect to any applicable Terms Agreement, if called for by such Terms Agreement, the relevant Agent shall have received: (1) The opinion, dated as of such date, of Xxxxxxxx Xxxxx, L.L.P., counsel to Québec or other counsel satisfactory to the Agents, in form and substance satisfactory to the Agents and the Agents’ counsel, to the effect that: (i) The Notes have been duly authorized; and, under the applicable laws of Québec in effect at the Closing Time or Settlement Date, as the case may be, the Notes, when executed, issued, authenticated and delivered outside Québec and in accordance with the Orders in Council and Ministerial Orders of the Gouvernement du Québec applicable thereto in effect on such date, will have been duly executed, issued and delivered in accordance with the laws of Québec in effect on such date, and such Notes and this Agreement and the Fiscal Agency Agreement, and the covenants therein contained will constitute valid and legally binding, direct and unconditional general obligations of Québec, for the payment and performance of which the full faith and credit of Québec have been pledged; and such Notes will be enforceable against Québec in accordance with their terms, subject to the qualifications set forth in Section 5(a)(1)(v), and subject furthermore to the provisions of Book Ten, Title Four of the Civil Code of Québec whereby, in recognizing and enforcing a decision rendered by a court outside Québec for a sum of money expressed in foreign currency, a Québec court will convert that sum of money into Canadian currency at the rate of exchange prevailing on the day such decision became enforceable at the place where it was rendered and whereby, in the cases listed below, a decision rendered by a court ou...

Conditions to the Obligations of the Agents. Each of the Agents' obligations to solicit offers to purchase Notes as agents of the Company, each of the Agents' obligations to purchase Notes as principal pursuant to any Terms Agreement or otherwise and the obligation of any other purchaser to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company herein contained, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of each of the Agents' obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of each of the Agents' or any other purchaser's obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) There shall not have occurred any material adverse change in the financial condition, earnings or business of the Company and its subsidiaries, taken as (ii) There shall not have occurred any (A) suspension or material limitation in trading of securities generally on the New York Stock Exchange, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, or any setting of minimum prices for trading on any such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (B) declaration of a general moratorium on commercial banking activities in New York by either federal or New York state authorities or (C) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency that, in the relevant Agent's judgment, is material and adverse and, in the case of any of the events described in clauses (ii)(A) through (C) such event, makes it, in the relevant Agent's judgment, impracticable to market the Notes on the terms and in the manner contemplated by the Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by an Agent as principal, for any such event occurring before the Company accepted ...

Conditions to the Obligations of the Agents. The respective obligations of the Agents under this Terms Agreement with respect to the Notes are subject to the accuracy, on the date hereof and on the Settlement Date, of the representations and warranties of the Company contained herein, to performance by the Company of its obligations contained in the Distribution Agreement and this Terms Agreement, and to each of the following additional terms and conditions:

Conditions to the Obligations of the Agents. The obligation of any Agent, as agent of the Bank, at any time (“Solicitation Time”) to solicit offers to purchase the Notes from the Bank and the obligation of any Agent to purchase Notes from the Bank as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject, in such Agent’s discretion, to the condition that all representations and warranties and other statements of the Bank herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated by reference in such Terms Agreement) are true and correct at and as of the Commencement Date and any applicable date referred to in Section 5(l) hereof that is prior to such Solicitation Time or Time of Delivery, as the case may be, and at and as of such Solicitation Time or at and as of both such Time of Delivery and Time of Agent Purchase, as the case may be (“Time of Agent

Conditions to the Obligations of the Agents. The ------------------------------------------- obligations of each Agent to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statements shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to each Agent the opinion of Xxxxxx & Xxxxxxxx, counsel for the Company, dated the Execution Time, to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth of Virginia, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and in which the failure to so qualify would have a material adverse effect on the Company;

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

Conditions to the Obligations of the Agents. The obligations of the Agents to purchase the Shares shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Agents shall have received confirmation from each of Xxxxx Lovells US LLP and Xxxxxxx Xxxxx LLP that there are no material claims to which its representation has been sought and that are outstanding in respect of the Company.