Indentures. Notwithstanding anything in this Agreement:
Indentures comply with all of the obligations undertaken by the Corporate Guarantor under the Indentures which are set out in the Indenture Excerpt and the Borrowers further agree:
Indentures. This Security Agreement is subject to the terms, conditions and provisions of the Senior Note Indenture, or of the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged.
Indentures. The entry by the Borrowers into this Agreement, and their borrowing of the Loan hereunder, and the execution by the Corporate Guarantor of the Corporate Guarantee do not breach Section 4.10 or any other provision of either Indenture;
Indentures. The Company shall, promptly upon Parent’s written request following the Acceptance Time, use reasonable best efforts to (i) commence one or more cash tender offers (each, a “Change of Control Offer”) to purchase all of the Company’s 7.875% Senior Notes due 2015, the Company’s 10.5% Senior Notes due 2014, the Company’s 7.25% Senior Notes due 2018 and/or the Company 6.25% Senior Notes due 2019 (collectively, the “Notes”), which Change of Control Offer(s) shall be made in accordance with applicable Law, the written terms and conditions provided from time to time by Parent to the Company and the terms and conditions of the Indenture dated as of May 13, 2008, the Indenture dated as of January 27, 2009, the Indenture dated as of August 17, 2010 and the Indenture dated as of May 20, 2011, in each case between the Company and U.S. Bank Trust National Association and as amended through the date of this Agreement (collectively, the “Indentures”), as applicable, including Section 4.11 thereof, (ii) effect a redemption (each, an “Optional Redemption”) of one or more series of the Notes in accordance with applicable Law, the written terms and conditions provided from time to time by Parent to the Company and the terms and conditions of the Indenture(s) governing such Notes, including Section 3.7 thereof and/or (iii) commence one or more solicitations (each, a “Consent Solicitation”) of consents of holders of one or more series of the Notes to certain waivers and/or amendments, as specified by Parent, to the covenants and/or other provisions contained in the Indenture(s) governing such Notes. Prior to the Acceptance Time, the Company shall, with Parent’s cooperation, use reasonable best efforts take all such actions as are necessary and appropriate to commence or effect, as applicable, the Change of Control Offers, the Optional Redemptions and the Consent Solicitations promptly following the Acceptance Time in accordance with this Section 7.09(b), including preparation of all necessary documentation as approved by Parent. Parent shall provide, or cause to be provided, the requisite amount of funds to the Company to consummate a Change of Control Offer and, if applicable, an Optional Redemption on terms and conditions as may reasonably be agreed in compliance with applicable Law and the applicable Indenture(s). The Company shall not, without Parent’s prior written consent, modify any of the terms of, or waive any condition to, a Change of Control Offer, Optional Redempti...
Indentures. This is one of the Notes issued under an Indenture dated as of November 14, 2012 (as supplemented by the Third Supplemental Indenture thereto dated March 5, 2015 and as further amended from time to time, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control. The Notes are general unsecured obligations of the Company.
Indentures. Cigna shall use its reasonable best efforts to timely provide or cause to be provided, in accordance with the provisions of each indenture relating to Cigna’s 5.375% Notes due 2017, 6.35% Notes due 2018, 4.375% Notes due 2020, 5.125% Notes due 2020, 6.37% Notes due 2021, 4.5% Notes due 2021, 4% Notes due 2022, 7.65% Notes due 2023, 8.3% Notes due 2023, 3.25% Notes due 2025, 7.875% Debentures due 2027, 8.3% Step Down Notes due 2033, 6.15% Notes due 2036, 5.875% Notes due 2041 and 5.375% Notes due 2042 (the “Indentures”), to the trustee under any such Indenture, any notices, announcements, certificates or legal opinions required by any such Indenture to be provided in connection with the Mergers prior to the Effective Time. Anthem and its counsel shall be given a reasonable opportunity to review and comment on any such notice, announcement, certificate or legal opinion, in each case before such document is provided to any such trustee, and Cigna shall give reasonable and good faith consideration to any comments made by Anthem and its counsel.
Indentures. On a Pro Forma Basis, after giving effect to the Transactions, no Event of Default (as defined in the applicable Indenture) and no other event that, with the passing of time or the giving of notice or both, would become such Event of Default shall have occurred and be continuing under any of the Indentures.
Indentures. The Company shall use its reasonable best efforts to timely provide or cause to be provided, in accordance with the provisions of the Company’s indenture, dated March 2, 2001 (the “2001 Indenture”), relating to the Company’s Floating Rate Senior Notes due December 2017, 1.7% Senior Notes due June 2018, 2.2% Senior Notes due March 2019, 4.125% Senior Notes due June 2021, 2.75% Senior Notes due November 2022, 2.8% Senior Notes due June 2023, 3.5% Senior Notes due November 2024, 6.625% Senior Notes due June 2036, 6.75% Senior Notes due December 2037, 4.5% Senior Notes due May 2042, 4.125% Senior Notes due November 2042, 4.75% Senior Notes due March 2044 and 3.875% Senior Notes due June 2047 (collectively, the “Company Notes”) and the provisions of the indenture, dated as of March 20, 2007 (the “2007 Indenture”, and together with the 2001 Indenture, the “Indentures”), entered into by Coventry Health Care, Inc., a subsidiary of the Company, for the issuance by it of 5.45% Senior Notes due June 2021 (together with the Company Notes, the “Existing Notes”), to the trustee under each of the Indentures, any notices, announcements, certificates or legal opinions required by the applicable Indenture to be provided in connection with the Merger prior to the Effective Time. Parent and its counsel shall be given a reasonable opportunity to review and comment on any such notice, announcement, certificate or legal opinion, in each case before such document is provided to such a trustee, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel.
Indentures. (a) The Borrower shall have certified to the Agent that its incurrence of the Indebtedness under such Borrowing is permitted under the terms of Section 3.4 of the Xxx-0000 Xxxxxxxxxx. To the extent that the Borrower is relying on clause (a) of Section 3.4 of the Xxx-0000 Xxxxxxxxxx, the Borrower shall have delivered to the Agent a certificate demonstrating its compliance with the incurrence test set forth therein.
