The Notes and the Guarantees. The Notes have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantor, enforceable against such Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
The Notes and the Guarantees. On the Closing Date, the Notes to be purchased by the Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated by the Trustee in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws of general applicability relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification and contribution may be limited by applicable law, and (v) will be entitled to the benefits of the Indenture. On the Closing Date, the Guarantees of the Notes will be in the respective forms contemplated by the Indenture and will have been duly authorized by the Guarantors for issuance pursuant to this Agreement and the Indenture. When issued by each of the Guarantors, the Guarantees of the Notes will have been duly executed and delivered by each of the Guarantors at the Closing Date and, when the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, the Guarantees will constitute valid and legally binding agreements of the Guarantors and will be entitled to the benefits provided by the Indenture.
The Notes and the Guarantees. The Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered by the Company as provided in the Indenture and paid for by the Purchaser in accordance with the terms hereof will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effect of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) (clauses (i) and (ii) are referred to herein collectively as the “Enforceability Exceptions”), and will be entitled to the benefits of the Indenture; and the Guarantees have been duly and validly authorized by each of the Guarantors for issuance to the Purchaser pursuant to this Agreement and, when executed by the respective Guarantors in accordance with the provisions of the Indenture and when delivered to the Purchaser in accordance with the terms hereof and thereof, and when the Notes have been issued and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Purchaser in accordance with the terms hereof and thereof, will constitute valid and legally binding obligations of each of the Guarantors, entitled to the benefits of the Indenture and enforceable against each of them in accordance with their terms, subject to the effect of the Enforceability Exceptions.
The Notes and the Guarantees. 9 Section 2.1 Title and Terms 9 Section 2.2 Forms of Notes 11 Section 2.3 Legends 12 Section 2.4 Form of Guarantees 13 Section 2.5 Book-Entry Provisions for the Global Notes 13 Section 2.6 [Reserved] 15 Section 2.7 Defaulted Interest 15 Section 2.8 Execution of Guarantee 15 Section 2.9 Add On Notes 15 Section 2.10 ISIN Numbers and Common Codes 17 ARTICLE 3 ADDITIONAL COVENANTS 17 Section 3.1 Payment of Additional Tax Amounts 17 Section 3.2 Stamp Tax 18 Section 3.3 Corporate Existence 18 Section 3.4 Certificates of the Issuer and the Guarantor 18 Section 3.5 Guarantor To Be the Sole Equityholder of the Issuer 18 Section 3.6 Limitation on Liens 18 Section 3.7 Limitation on Sales and Leasebacks 19 Section 3.8 Waiver of Stay or Extension Laws 19 ARTICLE 4 REDEMPTION OF NOTES 20 Section 4.1 Optional Redemption 20 Section 4.2 Notice of Redemption 20 Section 4.3 Deposit of Redemption Price 20 Section 4.4 Tax Redemption 20 ARTICLE 5 SATISFACTION AND DISCHARGE 21 Section 5.1 Satisfaction and Discharge 21 ARTICLE 6 APPOINTMENT OF PAYING AGENT 21 Section 6.1 Paying Agent 21 ARTICLE 7 MISCELLANEOUS PROVISIONS 22 Section 7.1 Scope of Supplemental Indenture 22 Section 7.2 Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Notes 22 Section 7.3 Successors and Assigns of Issuer and Guarantor Bound by Supplemental Indenture 22 Section 7.4 Notices and Demands on Issuer, Trustee, Paying Agent and Holders of Notes 22
The Notes and the Guarantees. The issuance and sale of the Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, the Notes will be duly issued and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the execution and delivery of each Guarantee has been duly authorized by the applicable Guarantor and, when duly endorsed by such Guarantor as provided in the Indenture, each Guarantee will constitute a valid and binding agreement of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the Enforceability Exceptions.
The Notes and the Guarantees. The Notes have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement, each Guarantee has been duly and validly authorized by the Guarantor to which it relates and, when the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to the Underwriters against payment therefor as provided by this Agreement, the Notes and the Guarantees will be entitled to the benefits of the Indenture, and will be valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.
The Notes and the Guarantees. The Notes have been duly authorized by the Issuers and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuers enforceable against each of the Issuers in accordance with their terms, subject to the Enforceability Exceptions; and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions.
The Notes and the Guarantees. Section 2.1 Title and Terms 11 Section 2.2 Form of Notes 11 Section 2.3 Legends 12 Section 2.4 Form of Guarantee 12 Section 2.5 Book-Entry Provisions for the Global Notes 14 Section 2.6 Defaulted Interest 15 Section 2.7 Execution of Guarantees 15 Section 2.8 Add On Notes 16 ARTICLE 3 [RESERVED.]
The Notes and the Guarantees. The issuance of the Notes and the Guarantees has been duly authorized by the Company and each of the Guarantors and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement (assuming the due authentication by the Trustee in accordance with the terms of the Indenture), will be valid and binding obligations of the Company and each of the Guarantors, enforceable in accordance with their terms, subject to the Enforceability Exceptions, and will conform in all material respects to the description thereof contained in the Disclosure Package and the Offering Memorandum and such description conforms in all material respects to the rights set forth in the instruments defining the same.
The Notes and the Guarantees. The Notes to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and on the Closing Date (i) will be in the form contemplated by the Indenture, (ii) will have been duly executed by the Company, (iii) when authenticated by the Trustee in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws of general applicability relating to or affecting the rights and remedies of creditors or by general equitable principles, and (iv) will be entitled to the benefits of the
