Conditions of Your Obligations. Your obligations hereunder shall be subject to, in your discretion, the following terms and conditions:
Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, to the conditions (i) that all representations and warranties and other statements of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions:
(a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus;
(c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;
(d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partne...
Conditions of Your Obligations. Your obligations hereunder shall be subject to the continued accuracy throughout the Effective Term of the representations, warranties and agreements of the Company, to the performance by the Company of its obligations hereunder and to the following terms and conditions:
Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions:
(a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that:
(i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date;
(ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and
(iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company.
Conditions of Your Obligations. Your obligations as agent of the ------------------------------ Company to initiate solicitations of offers to purchase Notes and to continue such solicitations, as the case may be, and your obligations to purchase Notes as principal pursuant to any Terms Agreement or otherwise, shall be subject to the continuing accuracy of the representations and warranties on the part of the Company contained herein, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements contained herein on its part to be performed and observed and to the following additional conditions:
(a) An order or orders of the Commission pursuant to the 1935 Act permitting the issuance and sale of the relevant amount of Notes shall be in full force and effect and shall contain no provision unacceptable to you or the Company (but all provisions of such order or orders heretofore entered, copies of which have heretofore been delivered to you, are deemed acceptable to you and the Company, and all provisions of such order or orders hereafter entered shall be deemed acceptable to you and the Company unless within 24 hours after receiving a copy of any such order any party to this Agreement shall give notice to the other parties to the effect that such order contains an unacceptable provision).
(b) You shall receive on the Closing Date the opinion of Troutman Sanders LLP, dated the Closing Date, substantially in thx xxxx xttachex hereto as Exhibit B.
(c) You shall receive (i) on the Closing Date, (ii) on any date that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the specification of the variable terms of the Notes commonly included in a pricing supplement or an amendment or supplement relating solely to an offering of securities other than the Notes), including an amendment effected by the filing of a document that is incorporated by reference into the Registration Statement or Prospectus (other than (A) a Current Report on Form 8-K containing only information responsive to Item 5 or Item 9 thereof and any exhibits relating to such information, (B) the proxy materials of the Company that are distributed in connection with the annual meeting of shareholders and do not contain disclosures pursuant to Items 11, 12, 13, 14, 15 or 16 of Schedule 14A or (C) an a...
Conditions of Your Obligations. Your respective obligations under this Agreement are subject to the accuracy of and compliance in all material respects with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof and to the performance by the Partnership and the General Partner in all material respects of their obligations to you under this Agreement. If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agreement to be fulfilled by the Partnership or the General Partner with respect to a party to this Agreement, such party may withdraw as a party to this Agreement by notifying the General Partner of such withdrawal in writing at any time at or before any Monthly Closing and any such withdrawal will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 and Section 9 hereof. For the avoidance of doubt, if one of you withdraws as a party to this Agreement pursuant to this Section 7, the Agreement shall continue in full force and effect with respect to the remaining parties to the Agreement.
Conditions of Your Obligations. Your obligations are subject to the accuracy, as of the date hereof and the Closing Date (as if made at such Closing Date), of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have filed with the Commission on a timely basis pursuant to Rule 424(b) under the Securities Act, the Prospectus as supplemented by the Prospectus Supplement covering the Purchased Securities. No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending, threatened or contemplated by the Commission or any state securities or Blue Sky authority. (b) You shall not have advised the Company that the Registration Statement, any Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which, in your opinion, is material or omits to state a fact which, in your opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
Conditions of Your Obligations. Your obligations under this Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agreement. If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agreement to be fulfilled, you may cancel this Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing or by telegram at any time at or before any Monthly Closing and any such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 and Section 9 hereof.
Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy of and compliance with the representations and warranties of the Company, the Managing General Partner, the Partnership and the Management Company, to the performance by the Company, the Managing General Partner and the Partnership of their obligations hereunder and to the following further conditions:
(a) The Registration Statement shall initially become effective not later than 4:00 p.m.
Conditions of Your Obligations. Your obligations hereunder shall be subject to the continued accuracy throughout the Offering Period of the representations and warranties of ACF, to the performance by ACF of its obligations hereunder and to the following terms and conditions:
