Common use of Authorization of the Indenture Clause in Contracts

Authorization of the Indenture. The Indenture has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company and, when executed and delivered by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy.

Appears in 14 contracts

Samples: Purchase Agreement (Entertainment Inc), Purchase Agreement (Entertainment Inc), Purchase Agreement (Entertainment Inc)

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Authorization of the Indenture. The At the Closing Time, the Indenture has will have been duly authorized by the Company and duly qualified under the 1939 Act and, at the Closing Time, will have been when duly executed and delivered by the Company and, when executed and delivered by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy).

Appears in 2 contracts

Samples: Purchase Agreement (Danaher Corp /De/), Purchase Agreement (Danaher Corp /De/)

Authorization of the Indenture. The Indenture has been duly authorized by the Company andauthorized, at the Closing Time, will have been duly executed and delivered by the Company and duly qualified under the 1939 Act and, when executed assuming due execution and delivered delivery by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (A) as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by generally, and (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy).

Appears in 2 contracts

Samples: Underwriting Agreement (Wisconsin Power & Light Co), Wisconsin Power and Light Company (Wisconsin Power & Light Co)

Authorization of the Indenture. The Indenture has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company andand will (assuming due authorization, when executed execution and delivered delivery by the Trustee, will ) constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy).

Appears in 1 contract

Samples: Purchase Agreement (Pogo Producing Co)

Authorization of the Indenture. The Indenture has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company andand (assuming the due authorization, when executed execution and delivered delivery of the Indenture by the Trustee, ) will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws relating to or affecting enforcement of creditors' rights generally generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy).

Appears in 1 contract

Samples: Purchase Agreement (Fisher Scientific International Inc)

Authorization of the Indenture. The Indenture has been duly authorized by been, or prior to the Company and, at issuance of the Closing Time, Securities thereunder will have been been, duly authorized, executed and delivered by the Company and, when executed upon such authorization, execution and delivered by the Trusteedelivery, will constitute a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally or by general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy).

Appears in 1 contract

Samples: Underwriting Agreement (Autozone Inc)

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Authorization of the Indenture. The Indenture has been duly authorized by the Company andCompany, at duly qualified under the Closing Time, will have been 1939 Act and duly executed and delivered by the Company andand (assuming the due authorization, when executed execution and delivered delivery by the Trustee, ) will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy).

Appears in 1 contract

Samples: Purchase Agreement (Merrill Lynch & Co Inc)

Authorization of the Indenture. The Indenture has been duly authorized by the Company and duly qualified under the Trust Indenture Act, and, at the Closing TimeDate, will have been duly executed and delivered by the Company and, when executed and delivered by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) ), and the waiver contained in Section 514 thereof except as right to indemnity may be unenforceable due to interests of public policylimited by applicable law.

Appears in 1 contract

Samples: Underwriting Agreement (Puget Energy Inc /Wa)

Authorization of the Indenture. The Indenture has been duly authorized by the Company and, at upon effectiveness of the Closing TimeRegistration Statement, will have been duly executed and delivered by qualified under the Company Trust Indenture Act and, when executed and delivered by the Trustee, Company and the Trustee will constitute a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the waiver contained in Section 514 thereof may be unenforceable due to interests of public policy).

Appears in 1 contract

Samples: Computer Sciences Corp

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