Execution of Agreement Clause Example from Business Contracts

Execution of Agreement. Each Agent's obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with, and on the intended date of the execution of, this Agreement: (a) the Company shall have delivered to the Agents and to the Selling Stockholder: (i) an officer's certificate signed by one of its executive officers certifying as to the matters set forth in Exhibit A-1 hereto; (ii) an opinion of the General Counsel or a Deputy or Assistant General Counsel of the Co...mpany, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit B hereto; 31 (iii) an opinion and a 10b-5 statement of Davis Polk & Wardwell LLP, special counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iv) a letter of Ernst & Young LLP, dated the date of this Agreement and addressed to the Agents, in a form reasonably satisfactory to the Agents and the Agents' counsel; (v) evidence reasonably satisfactory to the Agents and the Agents' counsel that the Registration Statement is effective; (vi) evidence reasonably satisfactory to the Agents and the Agents' counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vii) resolutions duly adopted by the Company's board of directors, and certified by an officer of the Company, authorizing the Company's execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (viii) such other documents as the Agents shall reasonably request; (b) the Selling Stockholder shall have delivered to the Agents: (i) an officer's certificate signed by one of its executive officers certifying as to the matters set forth in Exhibit A-2 hereto; (ii) an opinion of Baker Botts L.L.P., counsel for the Selling Stockholder, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iii) resolutions duly adopted by the Selling Stockholder's members or managers, and certified by an officer of the Selling Stockholder, authorizing the Selling Stockholder's execution of this Agreement and the consummation by the Selling Stockholder of the transactions contemplated hereby, including the sale of the Shares; (iv) a properly completed and executed United States Treasury Department Form W-9 or W-8 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Agents' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated; and (v) such other documents as the Agents shall reasonably request; 32 (c) the Agents shall have received the favorable opinion of Cravath, Swaine & Moore LLP, special counsel for the Agents, as to the matters set forth in Exhibit E hereto. View More