Conditions to the Obligations of the Underwriter Sample Clauses
Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent:
(a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information.
(b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee.
(c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there ...
Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates shall be subject to the following conditions:
6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act.
6.2 Since [DATE], there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or Master Servicer.
6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation:
(a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and
(b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
6.4 Master Servicer shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of Master Servicer to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Master Servicer contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.
6.5 You shall have received the opinion of Mayer, Brown, Xxxx & Maw LLP, special counsel for the Company and the opinions of [ ], Special Counsel for Master Servicer, each dated the Closing Date and substantially to the effect set forth in Exhibits A-1 and A-2, and the opinion of [NAME], [TITLE] for the Company and the opinion of [NAME], [TITLE] for Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibits B-1 and B-2.
6.6 You shall have received from Mayer, Br...
Conditions to the Obligations of the Underwriter. The Underwriter's obligation to purchase the Certificates shall be subject to the following conditions:
6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act.
6.2 Since _________ 1, 199_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company.
6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation:
(a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and
(b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
6.4 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx, counsel for the Company and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit A-1 and Exhibit A-2, and the opinion of [General Counsel to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B.
6.5 You shall have received from ________________________, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter.
6.6 The Underwriter shall have received from ________________________, certified public accountants, a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Mortgag...
Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority contained herein. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority, as well as authorized representatives of Bond Counsel and the Trustee made in any Bonds or other documents furnished pursuant to the provisions hereof; to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date; and to the following additional conditions:
(a) The representations, warranties and covenants of the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) At the time of Closing, the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the Authority Documents, and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and the Authority Resolution shall be in full force and effect.
(c) At the time of the Closing, no material default shall have occurred or be existing under the Authority Documents or any other agreement or document pursuant to which any of the Authority’s financial obligations were executed and delivered, and the Authority shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would materially adversely impact the ability of the Authority to pay debt service on the Bonds from Revenues.
(d) In recognition of the desire of the Authority and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Underwriter shall have the right to cancel the Underwriter’s obligation to purchase the Bonds and to terminate this Purchase Agreement by written notice to the Authority if, between the date of this Purchase Agreement to and including the Closing Date, in the Underwriter’s sole and reasonable judgment any of the following events shall occur regardless of whether any of the following events were in existence or known of on the date of this Purchase Agree...
Conditions to the Obligations of the Underwriter. The obligations of the Underwriter 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 filed after the date hereof and prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the performance and observance by the Company of all of its covenants and agreements herein contained and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any notice under Rule 401(g)(2) under the Securities Act that would prevent its use, shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC; the Final Prospectus shall have been filed with the SEC pursuant to Rule 424(b) under the Securities Act not later than the close of business on the second business day following the execution and delivery of this Agreement; and the final term sheet contemplated by Section 4(d) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act.
(b) [Intentionally Omitted.]
(c) [Intentionally Omitted.]
(d) [Intentionally Omitted.]
Conditions to the Obligations of the Underwriter. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein as of the Execution Time and as of the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions:
Conditions to the Obligations of the Underwriter. The obligations of the Underwriter are subject to the condition that the Registration Statement shall remain effective on the date hereof and the Closing Date and no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Securities Act nor any proceedings initiated under Sections 8(d) or 8(e) of the Securities Act, and to the following additional conditions.
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, and the Fund from that set forth in the Time of Sale Prospectus and Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the Underwriter’s judgment, is material and adverse and that makes it, in the Underwriter’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus and Prospectus.
(b) The Underwriter shall have received on the Closing Date a certificate dated the Closing Date and signed by the chief executive officer and chief financial officer of the Company, (i) that such officers have carefully reviewed the Registration Statement, the Time of Sale Prospectus and the Prospectus and, to the best knowledge of such officers, the representations set forth in Sections 1(a)-(d) hereof are true and correct, (ii) to the effect set forth in Section 5(a) above, (iii) that no stop order with respect to the effectiveness of the Registration Statement has been issued under the Securities Act nor any proceedings have been initiated under Sections 8(d) or 8(e) of the Securities Act and (iv) that the representations and warranties of the Company contained in this Agreement are true, correct and complete as of the Closing Date and that the Company has compli...
Conditions to the Obligations of the Underwriter. The obligations of the Underwriter hereunder shall be subject, in its discretion, to the condition that all representations and warranties of the Company and the Selling Stockholders herein are true and correct at and as of the date hereof and the Closing Time the condition that the Company and the Selling Stockholders, respectively, shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:
Conditions to the Obligations of the Underwriter. The obligation of Underwriter to purchase and pay for the Securities shall be subject to the accuracy in all material respects, as of the date of this Agreement and each Closing Date (whether the Closing Date with respect to the Firm Units or an Option Closing Date with respect to the Option Units), as if made on such Closing Date, of the representations and warranties of the Company contained in this Agreement and the following additional conditions:
Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Closing Units as provided herein on the Closing Date or the Option Securities as provided herein on any Additional Closing Date, as the case may be, shall be subject to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: