Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8 (a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents. (c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (i) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (iii) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Remarketing Materials, if any. (f) Outside counsels for the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its (or their) opinion(s), addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' opinion furnished pursuant to Section 5(e) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (h) Subsequent to the execution and delivery of this Agreement and prior to the applicable Remarketing Date, 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 an improvement, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. (i) The Senior Notes shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Sections, 5, 7 and 9 shall at all times be effective and shall survive such termination.
Appears in 1 contract
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8:
(a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(1) Trading in securities generally on the New York Stock Exchange shall not have been suspended or materially limited, (2) a general moratorium on commercial banking activities in the State of New York or the United States shall not have been declared by New York State or Federal authorities, or (3) there shall not have occurred any material outbreak, or material escalation, of hostilities or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States, in the reasonable judgment of the Remarketing Agent, as to prevent or materially impair the Remarketing, or enforcement of contracts for sale, of the Remarketed Notes.
(c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (i1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (iii3) the Registration Statement, as of its effective date, and the Remarketing MaterialsMaterials (other than the Preliminary Prospectus and Prospectus covered below), as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' the statements therein not misleading and the Prospectus did does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "’ “comfort letters" ” with respect to certain financial information contained in the Remarketing Materials, if any.
(f) Outside counsels Each of (i) outside counsel for the Company reasonably acceptable to the Remarketing Agent Agent, and (ii) the General Counsel of the Company, shall have furnished to the Remarketing Agent its (or their) opinion(s)opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' counsel’s opinion furnished pursuant to Section 5(eSections 6(d) and 6(e) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.
(g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent.
(h) Subsequent to the execution and delivery of this Agreement Commencement Date and prior to the applicable Remarketing Date, there shall not have occurred any downgrading, nor shall does the Company have any notice have been given knowledge of any intended threatened or potential downgrading or of any review for a possible change that does not indicate an improvementpending downgrading, in the rating accorded any of the Company's securities ’s or any of its subsidiaries’ claims-paying ability rating or financial strength rating by A.M. Best Company, Inc., Standard & Poor’s Rating Group, Xxxxx’x Investor Service, Inc., Fitch Ratings, Ltd. or any "other “nationally recognized statistical rating organization," ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(i) The Senior Notes shall not have been called for redemption following Act that currently has publicly released a rating of the occurrence claims-paying ability or financial strength of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at or any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Sections, 5, 7 and 9 shall at all times be effective and shall survive such terminationsubsidiary.
Appears in 1 contract
Samples: Purchase Contract Agreement (E Trade Financial Corp)
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8:
(a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (i) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (iii) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Remarketing Materials, if any.
(f) Outside counsels for the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its (or their) opinion(s), addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' opinion furnished pursuant to Section 5(e) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.
(g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent.
(h) Subsequent to the execution and delivery of this Agreement and prior to the applicable Remarketing Date, 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 an improvement, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(i) The Senior Notes shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Sections, 5, 7 and 9 shall at all times be effective and shall survive such termination.;
Appears in 1 contract
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8:
(a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(b) (1) Trading in securities generally on the New York Stock Exchange shall not have been suspended or materially limited, (2) a general moratorium on commercial banking activities in the State of New York or the United States shall not have been declared by New York State or Federal authorities, or (3) there shall not have occurred any material outbreak, or material escalation, of hostilities or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States, in the reasonable judgment of the Remarketing Agent, as to prevent or materially impair the Remarketing, or enforcement of contracts for sale, of the Remarketed Notes.
(c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (i) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) that the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (iii) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "’ “comfort letters" ” with respect to certain financial information contained in the Remarketing Materials, if any.
(f) Outside counsels Each of (i) outside counsel for the Company reasonably acceptable to the Remarketing Agent Agent, and (ii) the General Counsel of the Company, shall have furnished to the Remarketing Agent its (or their) opinion(s)opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' counsel’s opinion furnished pursuant to Section 5(eSections 6(f)(i) and 6(f)(ii) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.
(g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent.
(h) Subsequent to the execution and delivery of this Agreement Commencement Date and prior to the applicable Remarketing Date, 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 an improvementthe direction of the possible change, in the rating accorded the Company or any of the Company's ’s securities or in the rating outlook for the Company by any "“nationally recognized statistical rating organization," ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(i) The Senior Notes shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Sections, 5, 7 and 9 shall at all times be effective and shall survive such termination.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (E Trade Financial Corp)
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent Agents hereunder shall be subject to the following conditions: 8:
(a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(1) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange, (2) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange, (3) a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities, and (4) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (4) in the judgment of the Representative makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Remarketing Closing Date, and the Company, the Warrant Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Warrant Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Closing Date.
(d) The Company shall have furnished to the Remarketing Agent Agents a certificate, dated the applicable Remarketing Closing Date, of the Chief Financial Executive Officer and the Treasurer satisfactory to the Remarketing Agent Agents stating that: (i1) the representations and warranties of the Company contained or incorporated by reference in Section 5 are true and correct on and as of the Remarketing Closing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Closing Date; (2) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; and (ii3) since the representations and warranties date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in Section 3 are true and correct on and the ordinary course of business, except as of set forth in or contemplated in the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (iii) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingProspectus.
(e) On the applicable Remarketing Date and on the Remarketing Closing Date, the Remarketing Agent Agents shall have received a letter addressed to the Remarketing Agent Agents and dated such daterespective dates, in form and substance satisfactory to the Remarketing AgentAgents, of Ernst & Young LLP, the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "’ “comfort letters" ” to underwriters with respect to the financial statements and schedules and certain financial information contained in or incorporated by reference in the Remarketing Materials, if any; provided that the letter delivered on such Remarketing Closing Date shall use a “cut-off” date no more than three business days prior to such Remarketing Closing Date.
(f1) Outside counsels for W. Xxxxxx Xxxxx, Corporate Counsel to the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its (or their) opinion(s)Agents his opinion, addressed to the Remarketing Agent Agents and dated the Remarketing Closing Date, in form and substance reasonably satisfactory to the applicable Remarketing Agents addressing such matters as are set forth in Sections 6(b) and (d) of the Underwriting Agreement, and (2) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP, counsel for the Company shall have furnished to the Remarketing Agents its opinion, addressed to the Remarketing Agents and dated the Remarketing Closing Date, in form and substance reasonably satisfactory to the Remarketing Agent Agents addressing such matters as are set forth in such counsels' opinion furnished pursuant to Section 5(e6(c) of the Underwriting Agreement, in each case adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this the Underwriting Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing AgentAgents.
(g) Counsel Xxxxx Xxxx & Xxxxxxxx, counsel for the Remarketing AgentAgents, shall have furnished to the Remarketing Agent Agents its opinion, addressed to the Remarketing Agent Agents and dated the applicable Remarketing Closing Date, in form and substance satisfactory to the Remarketing AgentAgents.
(h) Subsequent to the execution and delivery of this Agreement and prior to the applicable Remarketing Closing Date, 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 an improvement, in the rating accorded any of the Company's ’s securities by any "“nationally recognized statistical rating organization," ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(i) The Senior Notes shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on On or prior to the applicable Remarketing Closing Date, which termination the Company shall be without liability on have furnished to the part of any party to any other partyRepresentative such further information, except that Sections, 5, 7 certificates and 9 shall at all times be effective and shall survive such terminationdocuments as the Representative may reasonably request.
Appears in 1 contract
Samples: Remarketing Agreement (Chubb Corp)
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8:
(a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Subordinated Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (i) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Subordinated Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (iii) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Remarketing Materials, if any.
(f) Outside counsels for the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its (or their) opinion(s), addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' opinion furnished pursuant to Section 5(e) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.
(g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent.
(h) Subsequent to the execution and delivery of this Agreement and prior to the applicable Remarketing Date, 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 an improvement, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(i) The Senior Subordinated Notes shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Sections, 5, 7 and 9 shall at all times be effective and shall survive such termination.
Appears in 1 contract
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8:
(a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, without giving effect to any disclosure by the Company contemplated by the preamble to Section 3, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such date.
(b) During the period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in its reasonable discretion, until (and including) the Remarketing Date.
, there shall not have occurred any of the following: (i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National MarketExchange, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter marketExchange, (iii) a material disruption in securities settlement, payment or clearance services in the United States banking moratorium shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (viv) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisiswar, if the effect of any such event specified in this clause (vb) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the CommissionCommission pursuant to Rule 424(b) in the manner and within the time period required by Rule 424(b) under the Securities Act; no stop order suspending the effectiveness of the Registration Statement, if anyany Rule 462(b) Registration Statement, or any part thereof post-effective amendment to the Registration Statement shall have been issued be in effect and no proceeding proceedings for that such purpose shall have been initiated instituted or threatened by the Commission; Commission and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Financial Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (i1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date without giving effect to any disclosure by the Company contemplated by the preamble to Section 3 and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (iii3) the Registration Statement, if any, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' the statements therein not misleading and the Prospectus or any other Remarketing Material did not not, as of the date of such Prospectus or such Remarketing Material, if any, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of from the Company’s independent accountants of reasonably acceptable to the CompanyRemarketing Agent, containing statements and information of the type ordinarily included in accountants' "’ “comfort letters" ” with respect to the financial statements and certain financial information of the Company and its consolidated subsidiaries contained in the Remarketing Materials, if any.
(f) Outside counsels The General Counsel for the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its (or their) opinion(s)opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' counsel’s opinion furnished pursuant to Section 5(e) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.
(g) Counsel for Xxxxxxxx & Xxxxxxxx LLP, or such other counsel reasonably acceptable to the Remarketing Agent, shall have furnished to the Remarketing Agent its written opinion and letter, as special counsel to the Company, addressed to the Remarketing Agent and dated such Delivery Date, in form and substance satisfactory to the Remarketing Agent in form and substance satisfactory to the Remarketing Agent as set forth in Exhibit A to the Underwriting Agreement.
(h) Xxxxx Xxxx & Xxxxxxxx, or such other counsel reasonably acceptable to the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, as counsel to the Remarketing Agent, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent.
(hi) Subsequent During the period commencing on a date prior to the execution Remarketing, chosen by the Remarketing Agent in its reasonable discretion, until (and delivery of this Agreement including) the Remarketing Date and prior to the applicable Remarketing Date, 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 an improvement, in the rating accorded any of the Company's ’s securities by any "“nationally recognized statistical rating organization," ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(ij) The Senior Notes shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that SectionsSection 6, 5, 7 Section 8 and Section 9 shall at all times be effective and shall survive such termination.
Appears in 1 contract
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8
The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act prior to 5:30 P.M., New York City time, on the second Business Day following its use by the Remarketing Agent, or such other time and date as may be agreed upon by the Company and the Remarketing Agent. No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall be in effect at or prior to the Remarketing Settlement Date; no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Remarketed Senior Notes shall be pending before, or, to the knowledge of the Company or the Remarketing Agent, threatened by, the Commission on the Remarketing Date; There shall not have occurred any of the following: (aa)(i) trading in the securities of the Company or generally shall have been suspended or limited on the New York Stock Exchange by the NYSE, the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States shall have occurred, (iv) any material outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of the Remarketing Agent, is material and adverse, or (v) any material adverse change in financial, political or economic conditions in the United States or elsewhere shall have occurred and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the judgment of the Remarketing Agent, impracticable or inadvisable to proceed with the Remarketing or to enforce contracts for the sale of any of the Remarketed Senior Notes. The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Settlement Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or and Pledge Agreement to be performed on their part at or prior to such Remarketing Date and such Remarketing Settlement Date.
(i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(d) . The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Settlement Date, of the Chief Financial Officer satisfactory to President, a Vice President, the Remarketing Agent Treasurer or an Assistant Treasurer of the Company stating that: (i1) no order suspending the effectiveness of the Registration Statement, if anyor preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officersofficer, threatened by the Commission; (ii2) the representations and warranties of the Company in Section 3 hereof are true and correct on and as of the applicable Remarketing Settlement Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Settlement Date; and (iii3) the Registration Statement, as of its the latest date any part of the Registration Statement became, or is deemed to have become, effective dateby the Commission under the Securities Act, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' the statements therein not misleading and the Prospectus did does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) . On the applicable Remarketing Date and the related Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent registered public accountants of the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Remarketing Materials, if any.
(f) Outside counsels . Counsel for the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its (or their) opinion(s)their opinion or opinions, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' counsel's opinion or opinions furnished pursuant to Section 5(e7(d) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder Remarketed Senior Notes and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.
(g) . Counsel for the Remarketing Agent, Agent shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent.
(h) . Subsequent to the execution and delivery of this Agreement Commencement Date and prior to the applicable Remarketing Settlement Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended withdrawal or potential downgrading or of any review for a possible change that does not indicate an improvement, suspension in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(i) The Senior Notes Act that currently has publicly released a rating of the Company's securities and no such organization shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfiedpublicly announced that it has under surveillance or review, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Datewith negative implications, which termination shall be without liability on the part its rating of any party to any other party, except that Sections, 5, 7 and 9 shall at all times be effective and shall survive such terminationof the Company's securities.
Appears in 1 contract
Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder shall be subject to the following conditions: 8:
(a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date.
(i) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall not have occurred, (iv) a general moratorium on commercial banking activities shall not have been declared by either Federal or New York State authorities, or (v) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents.
(c) The Prospectus, if any, shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
(b) There shall not have occurred any of the following: (i) a suspension or limitation of trading in securities of the Company or generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market or any setting of minimum or maximum prices for trading thereon; (ii) a general moratorium on commercial banking activities in New York, New York declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (iv) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, which, in the case of either clause (iii) or (iv) in the sole judgment of the Remarketing Agent, makes it impracticable or inadvisable to proceed with the Remarketing or to enforce contracts for the sale of any of the Remarketed Senior Notes.
(c) The representations and warranties of the Company contained herein shall be true and correct on and as of the applicable Remarketing Date and the Remarketing Settlement Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date and such Remarketing Settlement Date.
(d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Settlement Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (i1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Settlement Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Settlement Date; and (iii3) the Registration Statement, as of its the later of the effective datedate and the filing of the Company’s latest Annual Report on Form 10-K, and the Remarketing MaterialsMaterials (other than the Preliminary Prospectus and Prospectus covered below), as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the' the statements therein not misleading and the Prospectus did does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) On the applicable Remarketing Date and the related Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "’ “comfort letters" ” with respect to certain financial information contained in the Remarketing Materials, if any.
(f) Outside counsels Counsel for the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its (or their) opinion(s)their opinion or opinions, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsels' counsel’s opinion or opinions furnished pursuant to Section 5(e5(c) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder Remarketed Senior Notes and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.
(g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent.
(h) Subsequent to the execution and delivery of this Agreement Commencement Date and prior to the applicable Remarketing Settlement Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended withdrawal or potential downgrading or of any review for a possible change that does not indicate an improvement, suspension in the rating accorded any of the Company's ’s securities by any "“nationally recognized statistical rating organization," ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(i) The Senior Notes Act that currently has publicly released a rating of the Company’s securities and no such organization shall not have been called for redemption following the occurrence of a Special Event. If any condition specified in this Section 6 is not satisfied when and as required to be satisfiedpublicly announced that it has under surveillance or review, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Datewith negative implications, which termination shall be without liability on the part its rating of any party to any other party, except that Sections, 5, 7 and 9 shall at all times be effective and shall survive such terminationof the Company’s securities.
Appears in 1 contract
