Opinion of Oklahoma Counsel. (A) The Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information; (B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights; (C) the Senior Notes are in the forms contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture; (D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (E) this Agreement has been duly authorized, executed and delivered by the Company; (F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information; (G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required; (H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information; (I) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters; (J) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject; (K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and (L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 5 contracts
Samples: Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oklahoma Gas & Electric Co)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(C) the Senior Notes are in the forms form contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) the execution and delivery of this Agreement has have been duly authorized, executed and delivered authorized by the Companynecessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities or contribution may be held to be unenforceable as against public policy;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s 's knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) to the best of such counsel's knowledge, the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.does not have any subsidiaries.
Appears in 3 contracts
Samples: Purchase Agreement (Oklahoma Gas & Electric Co), Purchase Agreement (Oklahoma Gas & Electric Co), Purchase Agreement (Oklahoma Gas & Electric Co)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) each Significant Subsidiary is legally existing and is in good standing under the Indenture laws of the jurisdiction of its organization and has been duly and validly executed and delivered by the Companypower, which has full power right and authority to enter into do business and perform to own property in its obligations thereunder; respective jurisdictions in the manner and as set forth in the Indenture constitutes Registration Statement, Prospectus and Time of Sale Information;
(C) The issue and sale of the binding and enforceable agreement of Shares by the Company in accordance with its terms, except as enforcement the terms of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(C) the Senior Notes are in the forms contemplated by the Indenture, this Agreement have been duly and validly authorized by all necessary corporate action; the Shares, when registered and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute Common Stock which has been duly authorized and validly issued, is fully paid and non-assessable and has not been issued in violation of the preemptive rights of any shareholder of the Company, constitute valid ; and binding obligations of the Company enforceable Common Stock conforms as to legal matters with the statements concerning it made in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rightsProspectus, and will such statements accurately set forth the matters respecting the Common Stock required to be entitled to set forth in the benefits of the IndentureProspectus;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the such Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(HG) the Indenture and the Senior Notes Shares conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(IH) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;; and
(JI) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereofShares, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation charter or Byby-Laws laws or similar organizational documents of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 2 contracts
Samples: Underwriting Agreement (Oge Energy Corp.), Underwriting Agreement (Oge Energy Corp.)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(C) the Senior Notes are in the forms contemplated by the Indenture, have been duly and validly authorized authorized, executed and delivered by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights, and will be entitled to the benefits of the Indenture;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(I) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the Indenture and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s 's knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 2 contracts
Samples: Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oge Energy Corp.)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) each Significant Subsidiary is legally existing and is in good standing under the laws of the jurisdiction of its organization and has the power, right and authority to do business and to own property in its respective jurisdictions in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(C) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(CD) the Senior Notes are in the forms contemplated by the Indenture, have been duly and validly authorized authorized, executed and delivered by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights, and will be entitled to the benefits of the Indenture;
(DE) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(EF) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(I) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;; and
(J) the execution and delivery of this Agreement and the Indenture and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation charter or Byby-Laws laws or similar organizational documents of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(C) the Senior Notes are in the forms form contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) to the best of such counsel’s knowledge, except as set forth in Exhibit A to this Agreement, the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.does not have any subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Oklahoma Gas & Electric Co)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) each Significant Subsidiary is a legally existing corporation and is in good standing under the laws of the jurisdiction of its incorporation and has the corporate power, right and authority to do business and to own property in their in their respective jurisdictions in the manner and as set forth in the Prospectus;
(C) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(CD) the Senior Notes Debt Securities are in the forms form contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ creditors rights, and will be entitled to the benefits of the Indenture;
(DE) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(EF) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and or filed as required;
(H) the Indenture and the Senior Notes Debt Securities conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior NotesDebt Securities, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes Debt Securities to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Samples: Purchase Agreement (Oge Energy Corp)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(C) the Senior Notes are in the forms form contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) the execution and delivery of this Agreement has have been duly authorized, executed and delivered authorized by the Companynecessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities or contribution may be held to be unenforceable as against public policy;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s 's knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or 12 performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) to the best of such counsel's knowledge, the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.does not have any subsidiaries.
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(C) the Senior Notes are in the forms contemplated by the Indenture, have been duly and validly authorized authorized, executed and delivered by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(I) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the Indenture and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Samples: Underwriting Agreement (Oklahoma Gas & Electric Co)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) each Significant Subsidiary is a legally existing corporation and is in good standing under the Indenture laws of the jurisdiction of its incorporation and has been duly and validly executed and delivered by the Companycorporate power, which has full power right and authority to enter into do business and perform its obligations thereunder; to own property in their in their respective jurisdictions in the manner and as set forth in the Indenture constitutes Prospectus;
(C) The issue and sale of the binding and enforceable agreement of Shares by the Company in accordance with its terms, except as enforcement the terms of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(C) the Senior Notes are in the forms contemplated by the Indenture, this Agreement have been duly and validly authorized by all necessary corporate action; the Shares, when certificates therefor have been duly executed, countersigned and registered and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute Common Stock which has been duly authorized and validly issued, is fully paid and non-assessable and has not been issued in violation of the preemptive rights of any shareholder of the Company, constitute valid ; the certificates for the Shares are in due and binding obligations of proper form; and the Company enforceable Common Stock conforms as to legal matters with the statements concerning it made in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rightsProspectus, and will such statements accurately set forth the matters respecting the Common Stock required to be entitled to set forth in the benefits of the IndentureProspectus;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the such Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) the execution and delivery of this Agreement has have been duly authorized, executed and delivered authorized by the Companynecessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities or contribution may be held to be unenforceable as against public policy;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and or filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(IG) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(JH) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereofShares, under the circumstances contemplated hereby and therebyhereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;
(KI) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes Shares to the Underwriters as contemplated in this Agreement; and
(LJ) the except in localities where Oklahoma Gas and Electric Company has no subsidiaries that would be considered franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a “significant subsidiary” material adverse effect on the business or operations of Oklahoma Gas and Electric Company, Oklahoma Gas and Electric Company has sufficient authority under Rule 1-02(w) statutory provisions or by grant of Regulation S-X.franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Prospectus.
Appears in 1 contract
Samples: Purchase Agreement (Oge Energy Corp)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) each Significant Subsidiary is legally existing and is in good standing under the Indenture laws of the jurisdiction of its organization and has been duly and validly executed and delivered by the Companypower, which has full power right and authority to enter into do business and perform to own property in its obligations thereunder; respective jurisdictions in the manner and as set forth in the Indenture constitutes Registration Statement, Prospectus and Time of Sale Information;
(C) The issue and sale of the binding and enforceable agreement of Shares by the Company in accordance with its terms, except as enforcement the terms of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(C) the Senior Notes are in the forms contemplated by the Indenture, this Agreement have been duly and validly authorized by all necessary corporate action; the Shares, when registered and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute Common Stock which has been duly authorized and validly issued, is fully paid and non-assessable and has not been issued in violation of the preemptive rights of any shareholder of the Company, constitute valid ; and binding obligations of the Company enforceable Common Stock conforms as to legal matters with the statements concerning it made in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rightsProspectus, and will such statements accurately set forth the matters respecting the Common Stock required to be entitled to set forth in the benefits of the IndentureProspectus;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the such Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(HG) the Indenture and the Senior Notes Shares conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(IH) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(JI) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereofShares, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation charter or Byby-Laws laws or similar organizational documents of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;; and
(KJ) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company Agreement or for the offering, issuance, sale or delivery of the Senior Notes Shares to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X..
Appears in 1 contract
Samples: Underwriting Agreement (Oklahoma Gas & Electric Co)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State theState of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) each Significant Subsidiary is legally existing and is in good standing under the laws of the jurisdiction of its organization and has the power, right and authority to do business and to own property in its respective jurisdictions in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(C) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(CD) the Senior Notes are in the forms contemplated by the Indenture, have been duly and validly authorized authorized, executed and delivered by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(DE) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(EF) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(I) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the Indenture and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation charter or Byby-Laws laws or similar organizational documents of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;; and
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes Shares to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X..
Appears in 1 contract
Samples: Underwriting Agreement (Oklahoma Gas & Electric Co)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(C) the Senior Notes and the Bonds are in the forms form contemplated by the Indenture and the First Mortgage Indenture, respectively, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture and the First Mortgage Indenture, respectively;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) the execution and delivery of this Agreement has have been duly authorized, executed and delivered authorized by the Companynecessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities or contribution may be held to be unenforceable as against public policy;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture Indenture, the Senior Notes, the First Mortgage Indenture, the First Mortgage Bonds and the Senior Notes Bonds conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior NotesNotes and the Bonds, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes and the Bonds on terms consistent with this Agreement and, to the best of such counsel’s 's knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is and the issuance of the Bonds to the Trustee are in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture and the First Mortgage Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters and the issuance or delivery of the Bonds by the Company to the Trustee as contemplated in this Agreement; and14
(L) to the best of such counsel's knowledge, the Company does not have any subsidiaries;
(M) the First Mortgage Indenture has no subsidiaries that would been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the First Mortgage Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the First Mortgage Indenture may be considered limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights and except as provisions of the United States Bankruptcy Code may affect the validity of the lien thereof with respect to property acquired or proceeds realized by the Company within the 90-day period immediately preceding, or property acquired or proceeds realized by the Company after, the commencement of bankruptcy proceedings with respect to the Company;
(N) the Bonds have been duly and validly authorized by the Company, and constitute valid and binding obligations of the Company and, with like exception as noted in the foregoing subdivision (M), are entitled to the lien of and benefits provided by the First Mortgage Indenture;
(O) The First Mortgage Indenture is in proper form, conforming to the laws of the State of Oklahoma, to give and create the lien which it purports to create and has been and at the Closing Time is duly and properly recorded or filed in all places in Oklahoma necessary to effectuate the lien of the First Mortgage Indenture; and
(P) The Bonds are equally and ratably secured with all other First Mortgage Bonds outstanding under the First Mortgage Indenture by the First Mortgage Indenture subject to the provisions of the First Mortgage Indenture relating to any sinking fund or a “significant subsidiary” similar fund for the benefit of the first mortgage bonds of any particular series. The First Mortgage Indenture constitutes a first mortgage lien, subject only to permissible encumbrances, as defined in the First Mortgage Indenture, on all of the property, real, personal, and mixed (except as hereinafter noted), in Oklahoma now owned by the Company. The First Mortgage Indenture also constitutes a first mortgage lien, subject to permissible encumbrances as defined in the First Mortgage Indenture, on all property, real, personal, and mixed (except as hereinafter noted), hereafter acquired by the Company in Oklahoma in conformity with the terms of the First Mortgage Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of the First Mortgage Indenture on property acquired or proceeds realized by the Company within the 90-day period immediately preceding, or property acquired or proceeds realized by the Company after, the commencement of a case under Rule such Code, except as to the prior lien of the First Mortgage Trustee under the First Mortgage Indenture in certain events specified therein and except as otherwise provided in the First Mortgage Indenture in case of consolidation or merger. There are excepted from the lien of the First Mortgage Indenture, as more fully set forth in the granting clauses thereof, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (2) cash other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (3) contracts, claims, bills and accounts receivable, and choses in action other than such as may be or are required to be from time to time assigned to the First Mortgage Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or on lands owned by the Company, (6) goods, wares and merchandise, equipment and supplies acquired for the purpose of sale or resale in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company, and (7) certain properties specifically described in Schedule B to the First Mortgage Indenture not used or useful in the business of the Company. The Company, except as to permissible encumbrances, as defined in the First Mortgage Indenture, has good and valid title to the real and fixed properties in Oklahoma and franchises from Oklahoma or federal authorities now owned by it (however, such opinion need not cover titles to rights-02(w) of Regulation Sof-X.way or easements for transmission or distribution lines).
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(C) the Senior Notes and the Bonds are in the forms form contemplated by the Indenture and the First Mortgage Indenture, respectively, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture and the First Mortgage Indenture, respectively;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) the execution and delivery of this Agreement has have been duly authorized, executed and delivered authorized by the Companynecessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities or contribution may be held to be unenforceable as against public policy;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture Indenture, the Senior Notes, the First Mortgage Indenture, the First Mortgage Bonds and the Senior Notes Bonds conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior NotesNotes and the Bonds, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes and the Bonds on terms consistent with this Agreement and, to the best of such counsel’s 's knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is and the issuance of the Bonds to the Trustee are in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture and the First Mortgage Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters and the issuance or delivery of the Bonds by the Company to the Trustee as contemplated in this Agreement;
(L) to the best of such counsel's knowledge, the Company does not have any subsidiaries;
(M) the First Mortgage Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the First Mortgage Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the First Mortgage Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights and except as provisions of the United States Bankruptcy Code may affect the validity of the lien thereof with respect to property acquired or proceeds realized by the Company within the 90-day period immediately preceding, or property acquired or proceeds realized by the Company after, the commencement of bankruptcy proceedings with respect to the Company;
(N) the Bonds have been duly and validly authorized by the Company, and constitute valid and binding obligations of the Company and, with like exception as noted in the foregoing subdivision (M), are entitled to the lien of and benefits provided by the First Mortgage Indenture;
(O) The First Mortgage Indenture is in proper form, conforming to the laws of the State of Oklahoma, to give and create the lien which it purports to create and has been and at the Closing Time is duly and properly recorded or filed in all places in Oklahoma necessary to effectuate the lien of the First Mortgage Indenture; and
(LP) The Bonds are equally and ratably secured with all other First Mortgage Bonds outstanding under the First Mortgage Indenture by the First Mortgage Indenture subject to the provisions of the First Mortgage Indenture relating to any sinking fund or a similar fund for the benefit of the first mortgage bonds of any particular series. The First Mortgage Indenture constitutes a first mortgage lien, subject only to permissible encumbrances, as defined in the First Mortgage Indenture, on all of the property, real, personal, and mixed (except as hereinafter noted), in Oklahoma now owned by the Company. The First Mortgage Indenture also constitutes a first mortgage lien, subject to permissible encumbrances as defined in the First Mortgage Indenture, on all property, real, personal, and mixed (except as hereinafter noted), hereafter acquired by the Company in Oklahoma in conformity with the terms of the First Mortgage Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of the First Mortgage Indenture on property acquired or proceeds realized by the Company within the 90-day period immediately preceding, or property acquired or proceeds realized by the Company after, the commencement of a case under such Code, except as to the prior lien of the First Mortgage Trustee under the First Mortgage Indenture in certain events specified therein and except as otherwise provided in the First Mortgage Indenture in case of consolidation or merger. There are excepted from the lien of the First Mortgage Indenture, as more fully set forth in the granting clauses thereof, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (2) cash other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (3) contracts, claims, bills and accounts receivable, and choses in action other than such as may be or are required to be from time to time assigned to the First Mortgage Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or on lands owned by the Company, (6) goods, wares and merchandise, equipment and supplies acquired for the purpose of sale or resale in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company, and (7) certain properties specifically described in Schedule B to the First Mortgage Indenture not used or useful in the business of the Company. The Company, except as to permissible encumbrances, as defined in the First Mortgage Indenture, has no subsidiaries that would be considered a “significant subsidiary” under Rule 1good and valid title to the real and fixed properties in Oklahoma and franchises from Oklahoma or federal authorities now owned by it (however, such opinion need not cover titles to rights-02(w) of Regulation Sof-X.way or easements for transmission or distribution lines).
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(C) the Senior Notes are in the forms contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(I) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) each Significant Subsidiary is a legally existing corporation and is in good standing under the laws of the jurisdiction of its incorporation and has the corporate power, right and authority to do business and to own property in their in their respective jurisdictions in the manner and as set forth in the Prospectus;
(C) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(CD) the Senior Notes Debt Securities are in the forms form contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(DE) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(EF) the execution and delivery of this Agreement has have been duly authorized, executed and delivered authorized by the Company;
(F) except in localities where necessary action on the part of the Company has no franchises, which are relatively few and not of large population, or where this Agreement constitutes the failure to have such franchises will not have a material adverse effect on the business or operations valid and binding agreement of the Company, Company except to the Company has sufficient authority under statutory extent that the provisions for indemnities or by grant of franchises or permits by municipalities or counties contribution may be held to conduct its business in Oklahoma be unenforceable as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Informationagainst public policy;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and or filed as required;
(H) the Indenture and the Senior Notes Debt Securities conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior NotesDebt Securities, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes Debt Securities to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Samples: Purchase Agreement (Oge Energy Corp)
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ ' rights;
(C) the Senior Notes [and the Bonds] are in the forms form contemplated by the Indenture [and the First Mortgage Indenture, respectively], have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture [and the First Mortgage Indenture, respectively];
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) the execution and delivery of this Agreement has have been duly authorized, executed and delivered authorized by the Companynecessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities or contribution may be held to be unenforceable as against public policy;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture Indenture, the Senior Notes, [the First Mortgage Indenture, the First Mortgage Bonds and the Senior Notes Bonds] conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior NotesNotes [and the Bonds], and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes [and the Bonds] on terms consistent with this Agreement and, to the best of such counsel’s 's knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters [and the issuance of the Bonds to the Trustee] is [are] in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture [and the First Mortgage Indenture] by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters [and the issuance or delivery of the Bonds by the Company to the Trustee] as contemplated in this Agreement; and;
(L) to the best of such counsel's knowledge, the Company does not have any subsidiaries;
(M) the First Mortgage Indenture has no subsidiaries that would been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the First Mortgage Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the First Mortgage Indenture may be considered a “significant subsidiary” under Rule 1limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights and except as provisions of the United States Bankruptcy Code may affect the validity of the lien thereof with respect to property acquired or proceeds realized by the Company within the 90-02(wday period immediately preceding, or property acquired or proceeds realized by the Company after, the commencement of bankruptcy proceedings with respect to the Company;] [ (N) the Bonds have been duly and validly authorized by the Company, and constitute valid and binding obligations of Regulation S-X.the Company and, with like exception as noted in the foregoing subdivision (M), are entitled to the lien of and benefits provided by the First Mortgage Indenture;]
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(B) each Significant Subsidiary is legally existing and is in good standing under the laws of the jurisdiction of its organization and has the power, right and authority to do business and to own property in its respective jurisdictions in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale Information;
(C) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(CD) the Senior Notes are in the forms contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(DE) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Time of Sale Information, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(EF) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale Information;
(I) all statements contained in the Registration Statement, the Time of Sale Information and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;; and
(J) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation charter or Byby-Laws laws or similar organizational documents of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(C) the Senior Notes are in the forms form contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights, and will be entitled to the benefits of the Indenture;
(D) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(E) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and filed as required;
(H) the Indenture and the Senior Notes conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the Company, or in any material respect conflict with or constitute on the part of the Company a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes to the Underwriters as contemplated in this Agreement; and
(L) to the best of such counsel’s knowledge, except as set forth in Exhibit A to this Agreement, the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.does not have any subsidiaries.
Appears in 1 contract
Opinion of Oklahoma Counsel. (A) The the Company is a legally existing corporation and is in good standing under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(B) each Significant Subsidiary is a legally existing corporation and is in good standing under the laws of the jurisdiction of its incorporation and has the corporate power, right and authority to do business and to own property in their respective jurisdictions in the manner and as set forth in the Prospectus;
(C) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder; and the Indenture constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights;
(CD) the Senior Notes Debt Securities are in the forms form contemplated by the Indenture, have been duly and validly authorized by the Company, constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ creditors rights, and will be entitled to the benefits of the Indenture;
(DE) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus Statement or the Time of Sale InformationProspectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement or as otherwise agreed by such counsel and the Underwriters) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the 1933 Act or at the Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(EF) this Agreement has been duly authorized, executed and delivered by the Company;
(F) except in localities where the Company has no franchises, which are relatively few and not of large population, or where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Registration Statement, Prospectus and Time of Sale Information;
(G) such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement, the Prospectus and Time of Sale Information which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Statement or Prospectus and Time of Sale Information or to be filed as exhibits to the Registration Statement which are not described and or filed as required;
(H) the Indenture and the Senior Notes Debt Securities conform in all material respects to the statements concerning them in the Registration Statement, Prospectus and Time of Sale InformationProspectus;
(I) all statements contained in the Registration Statement, the Time of Sale Information Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters;
(J) the execution and delivery of this Agreement and the issuance of the Senior NotesDebt Securities, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Restated Certificate of Incorporation or By-Laws of the CompanyCompany or any Significant Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Significant Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or such Significant Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to such counsel to which the Company or such Significant Subsidiary is subject;
(K) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Senior Notes on terms consistent with this Agreement and, to the best of such counsel’s knowledge, such order is still in force and effect; the issuance and sale of the Senior Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the due authorization, execution and delivery of this Agreement, the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes Debt Securities to the Underwriters as contemplated in this Agreement; and
(L) the Company has no subsidiaries that would be considered a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Samples: Purchase Agreement (Oge Energy Corp)
