The Indenture and the Supplemental Indenture. (i) The Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms; and (ii) the Supplemental Indenture has been duly authorized and, when executed and delivered by the Company, will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except in each case as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Indenture (i) has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), (ii) complies, and as supplemented by the Supplemental Indenture will comply, as to form with the requirements of the Trust Indenture Act and (iii) conforms, and the Supplemental Indenture when executed and delivered will conform, to the description thereof in the most recent Preliminary Prospectus and the Prospectus.
The Indenture and the Supplemental Indenture. The Indenture (including, in the case of the Escrow Guarantor, the Escrow Guarantee set forth in the Indenture) has been duly authorized by the Issuers and the Escrow Guarantor and, on the Closing Date, will have been duly executed and delivered by the Issuers and the Escrow Guarantor, and, when duly executed and delivered in accordance with its terms by the Trustee, will constitute a valid and binding agreement of the Issuers and the Escrow Guarantor enforceable against the Issuers and the Escrow Guarantor in accordance with its terms, except as the enforcement thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect; the application of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is considered in proceedings at law or in equity); and applicable law and public policy with respect to rights to indemnity and contribution (the “Enforceability Exceptions”). On the Completion Date, the Supplemental Indenture (including, in the case of the Guarantors, the Guarantees set forth in the Indenture) will have been duly authorized, executed and delivered by the Surviving Issuers and the Guarantors and, when duly executed and delivered in accordance with its terms by the Trustee, the Indenture (as so supplemented) will constitute a valid and binding agreement of the Surviving Issuers and the Guarantors enforceable against the Surviving Issuers and the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions.
The Indenture and the Supplemental Indenture. The Indenture and the Supplemental Indenture have been duly authorized by the Company and upon effectiveness of the Registration Statement was or will have been duly qualified under the Trust Indenture Act and, on the Closing Date will be duly executed and delivered by the Company and, when duly executed and delivered in accordance with the terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”); and the Conversion Preferred Shares (as defined, and issuable in the circumstances described, in the Registration Statement, the Time of Sale Information and the Prospectuses) have been duly authorized by the Company out of its authorized and unissued first preferred share capital, free from pre-emptive and other rights, and, if and when issued, such Conversion Preferred Shares will be validly issued and will be outstanding as fully paid and nonassessable first preferred shares.
The Indenture and the Supplemental Indenture. The Indenture has been duly authorized by the Company and on the Closing Date will be duly executed and delivered by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”); on the PXP Merger Date, the Supplemental Indenture will have been duly authorized by the Company and the Guarantor and will be duly executed and delivered by the Company and the Guarantor and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and the Guarantor enforceable against the Company and the Guarantor in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions; and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
