Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been qualified under the Trust Indenture Act; the Notes and Guarantee have been duly authorized and, when the Notes and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Execution and Delivery of Indenture. The Indenture has been duly authorized and has been duly qualified under the Trust Indenture Act; the Offered Securities have been duly authorized and, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Execution and Delivery of Indenture. The Indenture has been duly authorized and, upon the effectiveness of the Trustee’s Statement of Eligibility on Form T-1 under the Trust Indenture Act, will be duly qualified under the Trust Indenture Act; the Securities have been duly authorized and, when the Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered and such Securities will have been duly executed, authenticated, issued and delivered, will conform to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture and such Securities will constitute valid and legally binding obligations of the Company and each Guarantor, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Execution and Delivery of Indenture. To further evidence a Note Guarantee set forth in Section 1501, each Guarantor hereby agrees that this Indenture shall be executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 1501 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Securities or at any time thereafter, such Guarantor’s Note Guarantee (pursuant to this Indenture) of such Security shall be valid nevertheless. The delivery of the Securities of any series by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of such Guarantor.
Execution and Delivery of Indenture. (i) Each of the Base Indenture and the First Supplemental Indenture has been duly authorized by the Company and each Guarantor and constitutes a valid and legally binding obligation of the Company and the Guarantors, in each case enforceable against the Company and the Guarantors in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) the Second Supplemental Indenture (including each Guarantee) has been duly authorized by the Company and each Guarantor and when the Offered Securities are delivered and paid for on the Closing Date pursuant to this Agreement, the Second Supplemental Indenture will have been duly executed and delivered by the Company and each Guarantor and will constitute a valid and legally binding obligation of the Company and the Guarantors, in each case enforceable against the Company and the Guarantors in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and the Indenture will have been duly qualified under the Trust Indenture Act. The Guarantees have been duly authorized by the Guarantors; the Offered Securities have been duly authorized by the Company and will have been duly executed, authenticated and issued (assuming the Offered Securities have been authenticated in the manner provided in the Indenture by the Trustee) on the Closing Date in accordance with the provisions of the Indenture; and, when delivered and paid for on the Closing Date pursuant to this Agreement, the Offered Securities and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, in each case enforceable against the Company and the Guarantors in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Offered Securities will conform to the description of such Offered Securities in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus.
Execution and Delivery of Indenture. On or after July 1, 1998, at the request of the holders of a majority of the then outstanding principal amount of the Notes at such time (the "REQUESTING HOLDERS"), the Company, at its expense and only if a filing under the Trust Indenture Act of 1939 is required, will, as soon as practicable, notify all other holders of Notes of such request and execute and deliver to a bank or trust company having a combined capital and surplus in excess of $100,000,000 that shall be designated by the Company as trustee and shall be reasonably acceptable to the holders of a majority of the then outstanding principal amount of the Notes, an indenture (the "INDENTURE"), providing for the issuance thereunder of debentures ("DEBENTURES") in an aggregate principal amount at least equal to the aggregate outstanding principal amount of the Notes and having substantially all the rights, benefits and privileges carried by the Notes. The Indenture and the Debentures to be issued thereunder shall embody the substance of all covenants, provisions and terms, including subordination provisions, contained in the Note Purchase Agreement and in the Notes, and the Indenture and the Debentures shall, so far as appropriate, contain such other terms of the Notes and such terms of the Note Purchase Agreement as shall be approved by the Company and the holders of a majority of the then outstanding principal amount of the Notes, and such other terms as are customary or appropriate in corporate indentures and debentures, or required by the Trust Indenture Act of 1939, as amended, as the case may be, and shall otherwise, subject to the foregoing, be satisfactory in substance and form to the Company, its counsel, the Requesting Holders and such counsel as may be selected by the Requesting Holders. The Indenture and all Debentures delivered thereunder shall, in the opinion of counsel to the Company reasonably satisfactory to the Requesting Holders, be duly authorized, executed and delivered by or on behalf of the Company, valid and binding obligations of the Company enforceable in accordance with their terms, and in the case of the Debentures, entitled to the benefits of the Indenture.
Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by the Company and the Trustee, 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, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Indenture conforms in all material respects to the description thereof in the General Disclosure Package and the Final Prospectus.
Execution and Delivery of Indenture. The Indenture has been duly authorized by the Company and, when duly executed and delivered by the Company (assuming the due authorization, execution and delivery of the Indenture by the Trustee), will constitute a valid and legally binding obligation of the Company, enforceable against the Company 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 (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding at law or in equity).
Execution and Delivery of Indenture. The Indenture has been duly authorized by the Company and has been duly qualified under the Trust Indenture Act; at each Closing Date, the Indenture will have been duly authorized, executed and delivered by the Company, and assuming due authorization, execution and delivery by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Execution and Delivery of Indenture. On the Closing Date, the Indenture, the Note Purchase Agreement and the Fee Letter shall have been executed and delivered by the parties thereto in form reasonably satisfactory to the Placement Agent and its counsel; the Indenture and the Fee Letter shall be in full force and effect.
