The Indenture and the Securities Sample Clauses

The Indenture and the Securities. The Securities have been duly authorized by the Company and, when executed, issued and delivered pursuant to this Agreement and the Indenture and paid for in accordance with the terms of this Agreement and authenticated in accordance with the terms of the Indenture, will have been validly executed, authenticated, issued and delivered and will constitute valid and binding obligations, enforceable in accordance with their terms, subject to the Enforceability Exceptions, and entitled to the benefits provided by the Indenture under which they are to be issued; the Indenture has been duly authorized and, when the Supplemental Indenture, which will be substantially in the form previously delivered to the Representatives, is executed and delivered by the Company and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject to the Enforceability Exceptions; and the Securities and the Indenture will conform in all material respects to the descriptions thereof in the Registration Statement, the Time of Sale Information and the Prospectus and the Securities will be in substantially the form previously delivered to the Representatives; the Indenture is duly qualified under the Trust Indenture Act.
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The Indenture and the Securities. The Indenture has been duly authorized, executed and delivered by the Company and on the Closing Date, the Securities will have been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement on the Closing Date, the Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities will conform, to the descriptions thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus.
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The Indenture and the Securities. SHALL BE ------------- GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES. THE COMPANY WILL FURNISH TO ANY HOLDER OF A SECURITY UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE, REQUESTS MAY BE MADE TO: SAMSONITE CORPORATION, 00000 Xxxx 00xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, Attention: General Counsel.
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The Indenture and the Securities. SHALL BE ------------- GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES. THE COMPANY WILL FURNISH TO ANY HOLDER OF A SECURITY UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE, REQUESTS MAY BE MADE TO: ------- SAMSONITE CORPORATION, 00000 Xxxx 00xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, Attention: General Counsel. ASSIGNMENT ---------- I or we assign to PLEASE INSERT SOCIAL SECURITY OR TAX I.D. NUMBER ____________________________ _____________________________________________ (please print or type name and address) the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Date: ____________________
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The Indenture and the Securities. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a First Amended and Restated Indenture dated as of March 1, 1988 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of November 6, 1992 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of May 25, 1994 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of March 14, 2002 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of December 19, 2006 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of February 9, 2011 (the “Fifth Supplemental Indenture”) and the Sixth Supplemental Indenture, dated as of September 7, 2017 (the “Sixth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company and the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Capitalized terms used herein without definition have the meanings assigned to such terms in the Indenture. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to €500,000,000. The Company may from time to time, without notice to or the consent of the Holders of the Securities, create and issue further Securities ranking equally with the Securities of this series in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such further Securities of this series or except, in some cases, for the issue price and the first payment of interest following the issue date of such further Securities). Such further Securities may be consolidated and form a single series with the previously issued Securities and have the same terms as to status, redempti...
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The Indenture and the Securities. SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. ______________________________________________________________________________ ASSIGNMENT I or we assign and transfer this Security to: _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ (Print or type name, address, zip code and social security or tax I.D. number of assignee) and irrevocably appoint _____________________________________________________________________________ _____________________________________________________________________________ Agent to transfer this Security on the books of the Company. The Agent may substitute another to act for him. Date: _______________ Signature:_____________________________________ (Sign exactly as name appears above) Signature Guarantee: ______________________________
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The Indenture and the Securities. SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES REGARDING CONFLICTS OF LAWS. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
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Related to The Indenture and the Securities

  • Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders or any Registrar or paying agent, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all its covenants, conditions and provisions being for the sole benefit of the parties hereto, the Holders and any Registrar and paying agents.

  • Description of the Securities and the Indenture The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

  • Description of the Notes and the Indenture The Notes and the Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.

  • The Notes and the Guarantees The Notes have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantor, enforceable against such Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

  • Indenture and Securities The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.

  • The Securities and the Guarantees The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

  • Indenture and Guarantees The Company has issued the Securities under an Indenture dated as of [ ], [ ] (the "Indenture") between the Company, the Trustee and the Collateral Agent. This Security is one of an issue of 15.5% First Mortgage Notes Due 2006 of the Company issued, or to be issued, under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. 77aaa-77bbbb), as amended from time to time ("TIA"). The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indenture.

  • INDENTURE AND SECURITY DOCUMENTS The Issuer issued the Notes under an Indenture dated as of April 24, 2017 (the “Indenture”), between the Issuer, the Trustee and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. The Initial Notes, the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture except as otherwise set forth therein. The Indenture imposes certain limitations on the ability of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Notes are secured by Note Liens on the Collateral pursuant to the Security Documents. The rights of the holders in the Collateral are subject to the terms of the Collateral Trust Agreement.

  • Execution of Supplemental Indentures and Agreements In executing, or accepting the additional trusts created by, any supplemental indenture, agreement, instrument or waiver permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Trust Indenture Act Sections 315(a) through 315(d) and Section 6.2 hereof) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture, agreement or instrument is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture, agreement or instrument which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

  • Indenture and Debentures Solely Corporate Obligations No recourse for the payment of the principal of or premium, if any, or interest on any Debenture, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any such Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, officer or director, as such, past, present or future, of the Company or of any successor Person of the Company, either directly or through the Company or any successor Person of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Debentures.

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