Common use of Execution and Delivery of Guarantees Clause in Contracts

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 12 contracts

Samples: Indenture (Crosstex Eunice, LLC), Indenture (BKEP Sub, L.L.C.), Indenture (LGI Homes-Windmill Farms, LLC)

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Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.0111.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X XI by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 11 contracts

Samples: Indenture (LGI Homes-Florida, LLC), Indenture (Encore Energy Partners Operating LLC), Indenture (AMI 2, Inc.)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 4 contracts

Samples: Indenture (Jones Energy, Inc.), Indenture (Jones Energy Holdings, LLC), Berry Petroleum Company, LLC

Execution and Delivery of Guarantees. To further evidence its The Guarantees to be endorsed on the Securities of each series shall include the terms of the Guarantee set forth in Section 10.011401 (except that references to premium and interest need be included only if any premium or interest, each respectively, is provided for in the terms of the Subsidiary Guarantors hereby agrees such series) and any other terms that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially may be set forth in the form attached hereto as Annex Aestablished pursuant to Section 202 with respect to such series. The Guarantor hereby agrees to execute the Guarantees, shall in a form established pursuant to Section 202, to be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee . The Guarantees shall be executed on behalf of the Guarantor by either its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signature signatures of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or individuals who were at any time thereafterthe proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Guarantee authentication and delivery of such Security shall be valid neverthelessGuarantees or did not hold such offices at the date of such Guarantees. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in this Indenture Section 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on behalf of each Subsidiary Guarantorany Security.

Appears in 4 contracts

Samples: Thermo Electron Corp, Thermo Electron Corp, Thermo Electron Corp

Execution and Delivery of Guarantees. To further evidence its Guarantee the Guarantees set forth in Section 10.0113.01, each of the Subsidiary Guarantors hereby agrees agree that a notation relating to of such Guarantee (the “Notation of Guarantee”)guarantee, substantially in the form attached hereto as Annex Aset forth in Exhibit A hereto, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee . Such Guarantees shall be executed on behalf of the Guarantors by either manual or of facsimile signature of an Officer officer of such Subsidiary Guarantoreach Guarantor who shall have been duly authorized to so executed by all requisite corporation action. Each The validity and enforceability of any Guarantee shall not be affected by the Subsidiary fact that it is not affixed to any particular Security. The Guarantors hereby agrees agree that its Guarantee the Guarantees set forth in Section 10.01 Exhibit A shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation a notation of Guarantee relating to such Guarantee. If any Officer an officer of such Subsidiary Guarantor, a Guarantor whose signature is on this Indenture or the Notation of a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Security Guarantee is endorsed or at any time thereafter, the Guarantor's Guarantee of such Security shall nevertheless be valid neverthelessvalid. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantorthe Guarantors.

Appears in 4 contracts

Samples: Indenture (Amvescap PLC/London/), Indenture (Amvescap PLC/London/), Indenture (Amvescap PLC/London/)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.0111.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X XI by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 3 contracts

Samples: Indenture (Jones Energy Holdings, LLC), Indenture (Jones Energy, Inc.), Western Wisconsin Sand Company, LLC

Execution and Delivery of Guarantees. To evidence its Guarantee set forth in Section 10.01, any Subsidiary Guarantor that is not a party to this Indenture shall execute and deliver a supplemental indenture in substantially the form attached hereto as Annex A. To further evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex AB, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture Indenture, any supplemental indenture or the Notation of Guarantee Guarantee, no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 3 contracts

Samples: Indenture (EQT Corp), Indenture (EQT Midstream Partners, LP), Patterson Uti Energy Inc

Execution and Delivery of Guarantees. To further evidence its Guarantee the Guarantees set forth in Section 10.0113.01, each of the Subsidiary Guarantors hereby agrees agree that a notation relating to of such Guarantee (the “Notation of Guarantee”)guarantee, substantially in the form attached hereto as Annex Aset forth in Exhibit A hereto, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee . Such Guarantees shall be executed on behalf of the Guarantors by either manual or of facsimile signature of an Officer officer of such Subsidiary Guarantoreach Guarantor who shall have been duly authorized to so executed by all requisite corporation action. Each The validity and enforceability of any Guarantee shall not be affected by the Subsidiary fact that it is not affixed to any particular Security. The Guarantors hereby agrees agree that its Guarantee the Guarantees set forth in Section 10.01 Exhibit A shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation a notation of Guarantee relating to such Guarantee. If any Officer an officer of such Subsidiary Guarantor, a Guarantor whose signature is on this Indenture or the Notation of a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Security Guarantee is endorsed or at any time thereafter, the Guarantor’s Guarantee of such Security shall nevertheless be valid neverthelessvalid. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantorthe Guarantors.

Appears in 2 contracts

Samples: Indenture (A I M Management Group Inc /De/), Indenture (A I M Management Group Inc /De/)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.012.01, each of the Subsidiary Guarantors Guaranteeing Subsidiaries hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex AA to the Indenture, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary GuarantorGuaranteeing Subsidiary. Each of the Guaranteeing Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary GuarantorGuaranteeing Subsidiary, whose signature is on this the Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Section 2 by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this the Indenture on behalf of each Subsidiary GuarantorGuaranteeing Subsidiary.

Appears in 2 contracts

Samples: Supplemental Indenture (Westlake Chemical Corp), Supplemental Indenture (Westlake Chemical Corp)

Execution and Delivery of Guarantees. To evidence its Guarantee set forth in Section 10.01, any Subsidiary Guarantor shall execute and deliver a supplemental indenture in substantially the form attached hereto as Annex A. To further evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex AB, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture any supplemental indenture or the Notation of Guarantee Guarantee, no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 2 contracts

Samples: Patterson (Patterson Uti Energy Inc), Patterson (Patterson Uti Energy Inc)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.01Guarantees with respect to Securities of any Series, each of the Subsidiary Guarantors Guarantor hereby agrees that to execute such Guarantees, in a notation relating form included on Exhibit D hereto, to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee Series authenticated and delivered by the Trustee, which Notation of . Each such Guarantee shall be executed on behalf of the Guarantor by either the Chairman of the Board, the chief executive officer, the chief financial officer, the president, any vice president, the treasurer, the controller or the secretary of such Guarantor. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signature signatures of an Officer the individuals who were the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to or after the authentication and delivery of the Securities upon which such Guarantees are endorsed or did not hold such offices at the date of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid neverthelessSecurities. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture Guarantees endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantees made pursuant to this Article X shall remain in full force and effect notwithstanding any failure to endorse on each Subsidiary Guarantorsuch Security a notation of such Guarantee.

Appears in 2 contracts

Samples: Amended And (Continental Airlines, Inc.), Indenture (United Air Lines Inc)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary GuarantorGuarantor by manual signature, facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) or other electronic signature (including, without limitation, DocuSign and AdobeSign). Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 2 contracts

Samples: LGI Homes, Inc., LGI Homes, Inc.

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee a notation relating to such Guarantee. If any Officer of such Subsidiary Guarantor, Guarantor whose signature is on this Indenture or the Notation a notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 2 contracts

Samples: Indenture (CCBM, Inc), Indenture (Cloverdale Park, Inc.)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth guarantee provided in Section 10.0116.1, each of the Subsidiary Guarantors Guarantor hereby agrees that to execute the Guarantees, in a notation relating form established pursuant to such Guarantee (the “Notation of Guarantee”)Section 2.2, substantially in the form attached hereto as Annex A, shall to be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of . Each such Guarantee shall be executed on behalf of the Guarantor by either its chairman, vice chairman, president, any vice president, chief executive officer, treasurer, any assistant treasurer, its secretary or any assistant secretary, under its corporate seal which may but need not, be attested. Such signatures may be the manual or facsimile signature of an Officer signatures of such Subsidiary Guarantorofficers. Each The seal of the Subsidiary Guarantors hereby agrees that its Guarantee set forth Guarantor may be in Section 10.01 shall remain in full force the form of a facsimile thereof and effect notwithstanding any failure to endorse on each Security may be impressed, affixed, imprinted or otherwise reproduced thereon. Guarantees bearing the Notation manual or facsimile signatures of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or individuals who were at any time thereafterthe proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Guarantee authentication and delivery of the Securities upon which such Guarantees are endorsed or did not hold such offices at the date of such Security shall be valid neverthelessSecurities. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture endorsed thereon on behalf of each Subsidiary Guarantor.the

Appears in 1 contract

Samples: Platinum Underwriters Holdings LTD

Execution and Delivery of Guarantees. (i) To further evidence its Guarantee set forth in Section 10.0111.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, of Exhibit C shall be endorsed by an officer of such Subsidiary Guarantor on each Security of the series entitled to the benefits of such Guarantee Note authenticated and delivered by the Trustee, which Notation of Guarantee that this Indenture shall be executed on behalf of such Subsidiary Guarantor by either manual its President or facsimile signature one of its Vice Presidents and attested to by an Officer and that such Subsidiary Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such Subsidiary Guarantor and that such Guarantee is a valid and legally binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms. Each of the Subsidiary Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Note a notation of Guarantee relating to such Guarantee. If any an Officer of such Subsidiary Guarantor, whose signature is on this Indenture or on the Notation of applicable Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Security or at any time thereafterGuarantee is endorsed, the such Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees set forth in this Indenture on behalf of each the Subsidiary GuarantorGuarantors.

Appears in 1 contract

Samples: Indenture (Range Resources Corp)

Execution and Delivery of Guarantees. To further evidence its Guarantee guarantee set forth in Section 10.011301, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to such execute the Guarantee (the “Notation of Guarantee”), substantially manually or by facsimile in the form attached hereto as Annex Aestablished pursuant to Section 205, shall to be endorsed on each Security of the series entitled to the benefits of such Guarantee issued by an Issuer other than HBOS or, when BOS is Issuer, other than BOS, authenticated and delivered by the Trustee, which Notation of . Each such Guarantee shall be executed on behalf of the Guarantors by either an Executive Officer or any other officer of the relevant Guarantor so authorized by a Board Resolution. Guarantees so executed on Securities authenticated and delivered by the Trustee shall be valid and binding obligations of the Guarantors. Guarantees bearing the manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or individual who was at any time thereafteran Executive Officer or another officer authorized by a Board Resolution to execute such Guarantee shall bind the relevant Guarantor, notwithstanding that such individual shall have ceased to be an Executive Officer or such other authorized officer prior to the Guarantee authentication and delivery of the Securities upon which such Guarantees are endorsed or was not an Executive Officer or such other authorized officer at the date of authentication of such Security shall be valid neverthelessSecurities. The delivery Delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture endorsed thereon on behalf of each Subsidiary Guarantorthe Guarantors.

Appears in 1 contract

Samples: Indenture (Lloyds Banking Group PLC)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.01, the Guarantor and each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of the Guarantor's general partner or an Officer of K-Sea General Partner GP LLC or such Subsidiary Guarantor, as the case may be. Each The Guarantor and each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee a notation relating to such Guarantee. If any Officer of the Guarantor's general partner or of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation a notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor and each Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (K-Sea Transportation Inc.)

Execution and Delivery of Guarantees. To further evidence its Guarantee the Guarantees set forth in Section 10.011301 hereof, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (of the “Notation of Guarantee”), Guarantees substantially in the form attached included in Exhibit B hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee Trustee and that this Indenture shall be executed on behalf of each of the Guarantors by either manual or facsimile signature of an Officer of such Subsidiary Guarantoreach of the Guarantors. Each of the Subsidiary Guarantors hereby agrees agree that its Guarantee the Guarantees set forth in Section 10.01 this Article XIII shall remain in full force and effect and apply to all the Securities notwithstanding any failure to endorse on each Security a notation of the Notation of Guarantee relating to such GuaranteeGuarantees. If any an Officer of such Subsidiary Guarantor, whose facsimile signature is on this Indenture a Security or the Notation a notation of Guarantee no longer holds that office at the time the Trustee authenticates such the Security or at any time thereafteron which the Guarantees are endorsed, the Guarantee of such Security Guarantees shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees set forth in this Indenture on behalf of each Subsidiary Guarantorthe Guarantors.

Appears in 1 contract

Samples: Indenture (Imax Corp)

Execution and Delivery of Guarantees. To further evidence its Guarantee the Guarantees set forth in Section 10.011201, each of the Subsidiary Guarantors Guarantor hereby agrees that to execute a notation relating to such Guarantee (the “Notation of its Guarantee”), substantially in the a form attached hereto as Annex Aestablished pursuant to Section 202, shall to be endorsed on each Debt Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee . The Guarantees shall be executed on behalf of each Guarantor by either any one of its directors. The signature on such Guarantees may be manual or facsimile. Any Guarantees bearing the manual or facsimile signature of an Officer individual who was at the time of signature the proper director of any Guarantor shall bind such Subsidiary Guarantor. Each , notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding Debt Securities upon which any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of Guarantees are endorsed or did not hold such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee date of such Security shall be valid neverthelessDebt Securities. The delivery of any Debt Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notation of Guarantee endorsed thereon on behalf of each Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Indenture Section 1201 shall remain in full force and effect notwithstanding any failure to endorse on behalf each Debt Security a Notation of each Subsidiary Guarantor.such Guarantee. * * *

Appears in 1 contract

Samples: Indenture (Reed Elsevier Capital Inc)

Execution and Delivery of Guarantees. To further evidence its Guarantee The Guarantees to be endorsed on the Securities shall be in the form set forth in Section 10.01, each Exhibit B. Each of the Subsidiary Guarantors hereby agrees that a notation relating to execute its Guarantee in such Guarantee (the “Notation of Guarantee”)form, substantially in the form attached hereto as Annex A, shall to be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of . Each Guarantee shall be executed on behalf of each respective Guarantor by either any one of such Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, President, 42 Chief Financial Officer or Vice Presidents and any authorized signatories for any Guarantors that are not corporations. The signature of any or all of these officers on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signature signatures of an Officer individuals who were at any time the proper officers of a Guarantor shall bind such Subsidiary Guarantor. Each , notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Subsidiary Guarantors hereby agrees that its Security on which such Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security is endorsed or did not hold such offices at the Notation date of Guarantee relating to such Guarantee. If any Officer of such Subsidiary GuarantorEach Guarantee shall be registered, whose signature is on this Indenture transferred, exchanged and cancelled, and shall be held in definitive or global form, in the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereaftersame manner and together with, the Guarantee of such Security shall be valid neverthelessto which it relates, in accordance with Article III. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Guarantee set forth in this Indenture Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on behalf of each Subsidiary Guarantorany Security.

Appears in 1 contract

Samples: Greenbrier Rail Holdings I, LLC

Execution and Delivery of Guarantees. To further evidence its each Guarantee set forth referred to in Section 10.0112.01, each of the Subsidiary Guarantors hereby Guarantor agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex Aof Exhibit F herein, shall may be endorsed on each Security of the series entitled to the benefits of such Guarantee Note authenticated and delivered by the Trustee, which Notation of Guarantee . Such notation shall be executed on behalf of each Guarantor by either manual or facsimile signature of an Officer two Officers of such Subsidiary each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that a notion thereof is not affixed to any particular Note. Each of the Subsidiary Guarantors hereby Guarantor agrees that its Guarantee set forth in Section 10.01 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Note a notation of Guarantee relating to such Guarantee. If any an Officer of such Subsidiary Guarantor, a Guarantor whose signature is on this Indenture or the Notation of Guarantee a notation no longer holds that office at the time the Trustee authenticates the Note on which such Security notation is endorsed or at any time thereafter, the such Guarantor's Guarantee of such Security Note shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the applicable Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (Southwest Royalties Holdings Inc)

Execution and Delivery of Guarantees. To further evidence its Guarantee the Guarantees set forth in Section 10.010 of the Indenture, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (of the “Notation of Guarantee”), Guarantees substantially in the form attached hereto as Annex A, included in Exhibit B of the Indenture shall be endorsed on each Security of the series entitled to the benefits of such Guarantee Note authenticated and delivered by the Trustee, which Notation of Guarantee Trustee and that the Indenture shall be executed on behalf of each of the Guarantors by either manual the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of each of the Guarantors, under a facsimile signature of its seal reproduced on the Indenture and attested to by an Officer of such Subsidiary Guarantorother than the Officer executing the Indenture. Each of the Subsidiary Guarantors hereby agrees agree that its Guarantee the Guarantees set forth in Section 10.01 Article 0 of the Indenture shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of the Notation of Guarantee relating to such GuaranteeGuarantees. If any an Officer of such Subsidiary Guarantor, whose facsimile signature is on this Indenture or the Notation of Guarantee a Note no longer holds that office at the time the Trustee authenticates such Security or at any time thereafterthe Note on which the Guarantees are endorsed, the Guarantee of such Security Guarantees shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees set forth in this the Indenture on behalf of each Subsidiary Guarantorthe Guarantors.

Appears in 1 contract

Samples: Indenture (Casino Magic of Louisiana Corp)

Execution and Delivery of Guarantees. To further evidence its ------------------------------------ Guarantee set forth in Section 10.01this Article 12, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached of Exhibit C hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee Trustee on or after the date such Guarantor becomes a Guarantor and that this Indenture shall be executed on behalf of the Guarantor by either manual or facsimile signature of an Officer of such Subsidiary GuarantorGuarantor by manual or facsimile signature. 101 Each of the Subsidiary Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 10.01 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation a notation of Guarantee relating to such Guarantee. If any an Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such the Security or at any time thereafteron which a Guarantee is endorsed, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary the Guarantor.

Appears in 1 contract

Samples: Indenture (Dairy Mart Convenience Stores Inc)

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Execution and Delivery of Guarantees. To further evidence its Guarantee The Guarantees to be endorsed on the Securities of each series issued under the Indenture shall include the terms of the guarantees set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees 15.1 and any other terms that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially may be set forth in the form attached hereto as Annex Aestablished pursuant to Section 2.4 with respect to such series. The Guarantor hereby agrees to execute the Guarantees, shall in a form established pursuant to Section 2.4, to be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee . The Guarantees shall be executed on behalf of the Guarantor by either its Chairman of the Board or its President or one of its Vice Presidents. The signature of any of these officers on the Guarantees may be manual or facsimile signature and may be imprinted or otherwise reproduced on the Guarantees. Guarantees bearing the manual or facsimile signatures of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or individuals who were at any time thereafter, the proper officers of the Guarantee shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Securities upon which such Guarantees are endorsed or did not hold such offices at the date of such Security shall be valid neverthelessSecurities. The delivery of any Security of by a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in this Indenture Section 15.1 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on behalf of each Subsidiary Guarantorany Security.

Appears in 1 contract

Samples: Abitibi Consolidated Inc

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached of Exhibit B hereto as Annex A, shall be endorsed by an Officer of such Guarantor on each Security of the series entitled to the benefits of such Guarantee Note authenticated and delivered by the Trustee, which Notation of Guarantee Trustee and that this Indenture shall be executed by either manual or facsimile signature of an Officer on behalf of such Subsidiary GuarantorGuarantor by any of its Officers. Any additional Guarantor becoming such after the date of this Indenture shall execute a supplemental indenture and a notation of Guarantee substantially in the form of Exhibit B hereto. Each of the Subsidiary Guarantors Guarantors, jointly and severally, hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Note a notation of Guarantee relating to such Guarantee. If any an Officer of such Subsidiary Guarantor, whose signature is on this Indenture or on the Notation Guarantee of Guarantee a Guarantor no longer holds that office at the time the Trustee authenticates the Note on which the Guarantee of such Security or at any time thereafterGuarantor is endorsed, the Guarantee of such Security Guarantor shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees set forth in this Indenture on behalf of each Subsidiary Guarantorthe Guarantors.

Appears in 1 contract

Samples: Indenture (Cedar Fair L P)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.0113.01, each of the Subsidiary Guarantors Guarantor hereby agrees that this Agreement and a notation relating Guarantee in the form of Exhibit B hereto shall be executed on behalf of such Guarantor by its President or one of its Officers and, to such the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Noteholders a Guarantee (in the “Notation form of Guarantee”), Exhibit B hereto and a supplemental agreement substantially in the form attached hereto as Annex Aof Exhibit K hereto, pursuant to which such Person shall be endorsed on each Security become a Guarantor under this Section 13 and shall guarantee the obligations of the series entitled to Company under this Agreement and the benefits Notes. Concurrently with the execution and delivery of such Guarantee authenticated and such supplemental agreement, such Guarantor shall deliver to the Noteholders an opinion of counsel reasonably acceptable to the Purchasers that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Guarantor's Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. If an officer whose signature is on this Agreement or on a Guarantee no longer holds that office at the Trusteetime the Company executes and delivers the Note on which a Guarantee is endorsed, which Notation of the Guarantee shall be executed valid nevertheless. The execution and delivery of any Note by either manual or facsimile signature the Company shall constitute due delivery of an Officer the Guarantee set forth in this Agreement on behalf of such Subsidiary Guarantorthe Guarantors. Each of the Subsidiary Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 10.01 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Note a notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 1 contract

Samples: Purchase and Security Agreement (Brown Jordan International Inc)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.0111.01, the Guarantor and each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of K-Sea General Partner GP LLC or such Subsidiary Guarantor. Each The Guarantor and each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee a notation relating to such Guarantee. If any Officer of the Guarantor or such Subsidiary Guarantor, whose signature is on this Indenture or the Notation a notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X XI by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor and each Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (K-Sea Transportation Inc.)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.0111.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee a notation relating to such Guarantee. If any Officer of such Subsidiary Guarantor, Guarantor whose signature is on this Indenture or the Notation a notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X XI by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (Cloverdale Park, Inc.)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee a notation relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation a notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (K-Sea Transportation Inc.)

Execution and Delivery of Guarantees. To further evidence its Guarantee set forth in Section 10.0111.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee a notation relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation a notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X XI by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (K-Sea Transportation Inc.)

Execution and Delivery of Guarantees. To further evidence its Guarantee the Guarantees set forth in Section 10.010 hereof, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Guarantee (of the “Notation of Guarantee”), Guarantees substantially in the form attached hereto as Annex A, of Exhibit B shall be endorsed on each Security of the series entitled to the benefits of such Guarantee Note authenticated and delivered by the Trustee, which Notation of Guarantee Trustee and that this Indenture shall be executed on behalf of each of the Guarantors by either manual the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of each of the Guarantors, under a facsimile signature of its seal reproduced on this Indenture and attested to by an Officer of such Subsidiary Guarantorother than the Officer executing this Indenture. Each of the Subsidiary Guarantors hereby agrees agree that its Guarantee the Guarantees set forth in Section 10.01 this Article 0 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of the Notation of Guarantee relating to such GuaranteeGuarantees. If any an Officer of such Subsidiary Guarantor, whose facsimile signature is on this Indenture or the Notation of Guarantee a Note no longer holds that office at the time the Trustee authenticates such Security or at any time thereafterthe Note on which the Guarantees are endorsed, the Guarantee of such Security Guarantees shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees set forth in this Indenture on behalf of each Subsidiary Guarantorthe Guarantors.

Appears in 1 contract

Samples: Indenture (Casino Magic of Louisiana Corp)

Execution and Delivery of Guarantees. To further evidence its Guarantee guarantees substantially in the form set forth in Section 10.012.05, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to such Guarantee (execute the “Notation of Guarantee”)Guarantees manually, substantially or by facsimile in the form attached hereto as Annex Aestablished pursuant hereto, shall to be endorsed on each Security of issued by the series entitled to the benefits of such Guarantee Company and authenticated and delivered by the Trustee, which Notation of . Each such Guarantee shall be executed on behalf of the Guarantor by either an Executive Officer or any other officer of the Guarantor so authorized by a Board Resolution. Guarantees so executed on Securities authenticated and delivered by the Trustee shall be valid and binding obligations of the Guarantor under Spanish law enforceable in accordance with their terms. Guarantees bearing the manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or individual who was at any time thereafteran Executive Officer or another officer authorized by a Board Resolution to execute such Guarantee shall bind the Guarantor, notwithstanding that such individual shall have ceased to be an Executive Officer or such other authorized officer prior to the Guarantee authentication and delivery of the Securities upon which such Guarantees are endorsed or was not an Executive Officer or such other authorized officer at the date of authentication of such Security shall be valid neverthelessSecurities. The delivery Delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture endorsed thereon on behalf of the Guarantor. * * * This instrument may be executed in any number of counterparts, each Subsidiary Guarantor.of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 84

Appears in 1 contract

Samples: Indenture (BBVA International Preferred, S.A. Unipersonal)

Execution and Delivery of Guarantees. To further evidence its each Guarantee set forth referred to in Section 10.0112.01, each of the Subsidiary Guarantors hereby Guarantor agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex Aof Exhibit F herein, shall may be endorsed on each Security of the series entitled to the benefits of such Guarantee Senior Note authenticated and --------- delivered by the Trustee, which Notation of Guarantee . Such notation shall be executed on behalf of each Guarantor by either manual or facsimile signature of an Officer two Officers of such Subsidiary each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that a notation thereof is not affixed to any particular Senior Note. Each of the Subsidiary Guarantors hereby Guarantor agrees that its Guarantee set forth in Section 10.01 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Senior Note a notation of Guarantee relating to such Guarantee. If any an Officer of such Subsidiary Guarantor, a Guarantor whose signature is on this Indenture or the Notation of Guarantee a notation no longer holds that office at the time the Trustee authenticates the Senior Note on which such Security notation is endorsed or at any time thereafter, the such Guarantor's Guarantee of such Security Senior Note shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the applicable Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (Southwest Royalties Inc)

Execution and Delivery of Guarantees. To further evidence its the Guarantee set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex Aincluded in Exhibit G hereto, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee Note --------- authenticated and delivered by the Trustee, which Notation of Trustee and such Guarantee shall be executed by either manual or facsimile signature of an Officer or an Officer of such Subsidiary a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Note a notation of Guarantee relating to such Guarantee. If any Officer an officer of such Subsidiary Guarantor, a Guarantor whose signature is on this Indenture or the Notation of a Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Security Guarantee is endorsed or at any time thereafter, the such Guarantor's Guarantee of such Security Note shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Indenture on behalf of each Subsidiary the Guarantor.

Appears in 1 contract

Samples: Indenture (Insight Communications of Central Ohio LLC)

Execution and Delivery of Guarantees. (i) To further evidence its Guarantee set forth in Section 10.0111.1, each of the Subsidiary Guarantors hereby agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, of Exhibit C shall be endorsed by an officer of such Subsidiary Guarantor on each Security of the series entitled to the benefits of such Guarantee Note authenticated and delivered by the Trustee, which Notation of Guarantee that this Indenture shall be executed on behalf of such Subsidiary Guarantor by either manual its President or facsimile signature one of its Vice Presidents and attested to by an Officer and that such Subsidiary Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such Subsidiary Guarantor and that such Guarantee is a valid and legally binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms. Each of the Subsidiary Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 10.01 11.1 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Note a notation of Guarantee relating to such Guarantee. If any an Officer of such Subsidiary Guarantor, whose signature is on this Indenture or on the Notation of applicable Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Security or at any time thereafterGuarantee is endorsed, the such Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees set forth in this Indenture on behalf of each the Subsidiary GuarantorGuarantors.

Appears in 1 contract

Samples: Indenture (Lomak Petroleum Inc)

Execution and Delivery of Guarantees. To further evidence its Guarantee the Guarantees set forth in Section 10.011301, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”)guarantee, substantially in the form attached hereto as Annex Aset forth in Section 206 hereto, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee . Such Guarantees shall be executed on behalf of the Guarantor by either manual or facsimile signature of an Officer of such Subsidiary Guarantor. Each officer of the Subsidiary Guarantors Guarantor who shall have been duly authorized to so execute by all requisite corporation action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security. The Guarantor hereby agrees that its Guarantee Guarantees set forth in Section 10.01 1301 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation a notation of Guarantee relating to such Guarantee. If any Officer an officer of such Subsidiary Guarantor, the Guarantor whose signature is on this Indenture or the Notation of a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Security Guarantee is endorsed or at any time thereafter, the Guarantor's Guarantee of such Security shall nevertheless be valid neverthelessvalid. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Indenture on behalf of each Subsidiary the Guarantor.

Appears in 1 contract

Samples: Indenture (Bowater Inc)

Execution and Delivery of Guarantees. To further evidence its the Guarantee set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to of such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex Aincluded in Exhibit G hereto, shall be endorsed on each Security of the series entitled to the benefits of such Guarantee Note authenticated --------- and delivered by the Trustee, which Notation of Trustee and such Guarantee shall be executed by either manual or facsimile signature of an Officer or an Officer of such Subsidiary a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation Note a notation of Guarantee relating to such Guarantee. If any Officer an officer of such Subsidiary Guarantor, a Guarantor whose signature is on this Indenture or the Notation of a Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Security Guarantee is endorsed or at any time thereafter, the such Guarantor's Guarantee of such Security Note shall be valid nevertheless. The delivery of any Security of a series entitled to the benefits of a Guarantee under this Article X Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Indenture on behalf of each Subsidiary the Guarantor.

Appears in 1 contract

Samples: Coaxial LLC

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