Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 84 contracts

Samples: Subordinated Indenture (Falcon Aero Holdings LLC), Senior Indenture (Falcon Aero Holdings LLC), Senior Indenture (Amplify Energy Corp.)

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Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 12 contracts

Samples: Subordinated Indenture (Natural Gas Services Group Inc), Senior Indenture (Natural Gas Services Group Inc), Senior Indenture (Bold Energy III LLC)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, if the Company will cause or any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary its Restricted Subsidiaries shall, after the effective date the Securities of this Indenture, acquire or create another Significant Subsidiary or if any other Restricted Subsidiary shall become a series are first issued hereunder to Significant Subsidiary, then such Significant Subsidiary shall become a Subsidiary Guarantor as soon as practicable after such follows; provided however, that this requirement shall not apply to a Significant Subsidiary becomes that is also a Foreign Subsidiary. The Company shall cause any such Wholly Owned Significant Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing execute and delivering deliver to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 10 contracts

Samples: Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Energy Services Puerto Rico LLC)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Domestic Subsidiary of the Company that becomes a Material Domestic Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Material Domestic Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 8 contracts

Samples: Senior Indenture (Whiting Petroleum Corp), Subordinated Indenture (Whiting Petroleum Corp), Subordinated Indenture (Whiting Oil & Gas Corp)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FOURTEEN

Appears in 7 contracts

Samples: Subordinated Indenture (Highland Autoplex Inc), Subordinated Indenture (Carriage Cemetery Services of Idaho Inc), Subordinated Indenture (Highland Autoplex Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 7 contracts

Samples: Senior Indenture (Offshore Energy III LLC), Subordinated Indenture (Trico Marine Services Inc), Senior Indenture (Superior Well Services, INC)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 6 contracts

Samples: Subordinated Indenture (Energy XXI Gulf Coast, Inc.), Senior Indenture (Energy XXI Gulf Coast, Inc.), Subordinated Indenture (Goodrich Petroleum CO LLC)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.1 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 4 contracts

Samples: Senior Indenture (California Resources Real Estate Ventures, LLC), Subordinated Indenture (California Resources Real Estate Ventures, LLC), Senior Indenture (California Resources Production Corp)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the (a) The Company will may cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary its Subsidiaries to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is required under the terms of the Securities of any series to become a Subsidiary Guarantor to execute a supplemental indenture pursuant to which it shall become a Subsidiary Guarantor.

Appears in 4 contracts

Samples: Indenture (Intermagnetics General Corp), Indenture (Intermagnetics General Corp), Indenture (Top Tankers Inc.)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 3 contracts

Samples: Indenture (Viking International LTD), Indenture (Aviall Services Inc), Indenture (Aviall Services Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Domestic Subsidiary of the Company that becomes a Material Domestic Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Material Domestic Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 2 contracts

Samples: Senior Indenture (Whiting Petroleum Corp), Subordinated Indenture (Whiting Petroleum Corp)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretionprinciples).

Appears in 2 contracts

Samples: Subordinated Indenture (Gulfmark Offshore Inc), Senior Indenture (Gulfmark Offshore Inc)

Additional Subsidiary Guarantors. Unless otherwise If so specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 2 contracts

Samples: Subordinated Indenture (Gasco Energy Inc), Senior Indenture (Gasco Energy Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FOURTEEN [INTENTIONALLY OMITTED] ARTICLE FIFTEEN DEFEASANCE AND COVENANT DEFEASANCE

Appears in 2 contracts

Samples: Senior Indenture (Highland Autoplex Inc), Senior Indenture (Highland Autoplex Inc)

Additional Subsidiary Guarantors. Unless otherwise If so specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 2 contracts

Samples: Subordinated Indenture (Gasco Energy Inc), Senior Indenture (Gasco Energy Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the (a) The Company will may cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary its Subsidiaries to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is required under the terms of the Securities of any series to become a Subsidiary Guarantor to execute a supplemental indenture pursuant to which it shall become a Subsidiary Guarantor.

Appears in 2 contracts

Samples: Indenture (Teucarrier (No. 3) Corp.), Indenture (Neutron Marine Corp.)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a1) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b2) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 2 contracts

Samples: Senior Indenture (Silverbow Resources, Inc.), Senior Indenture (Swift Energy Co)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the (a) The Company will may cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary its Subsidiaries to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is required under the terms of the Securities of any series to become a Subsidiary Guarantor to execute a supplemental indenture pursuant to which it shall become a Subsidiary Guarantor. ARTICLE SIXTEEN

Appears in 2 contracts

Samples: Subordinated Debt Indenture (Key3media Events Inc), Subordinated Debt Indenture (Key3media Group Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FOURTEEN [INTENTIONALLY OMITTED] ARTICLE FIFTEEN Defeasance and Covenant Defeasance

Appears in 2 contracts

Samples: Senior Indenture (Hanover Compressor Co /), Senior Indenture (Hanover Compressor Co /)

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Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the (a) The Company will may cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary its Subsidiaries to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is required under the terms of the Securities of any series to become a Subsidiary Guarantor to execute a supplemental indenture pursuant to which it shall become a Subsidiary Guarantor. ARTICLE XIV

Appears in 1 contract

Samples: Indenture (Neutron Marine Corp.)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the The Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Restricted Subsidiary after the date the Securities of a series are first issued hereunder this Indenture to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Restricted Subsidiary. The Company shall cause any such Wholly Owned Restricted Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FOURTEEN

Appears in 1 contract

Samples: Indenture (Pathology Building Partnership)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FIFTEEN [INTENTIONALLY OMITTED] ARTICLE SIXTEEN

Appears in 1 contract

Samples: Indenture (Primero Gas Marketing Co Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FOURTEEN [INTENTIONALLY DELETED] ARTICLE FIFTEEN

Appears in 1 contract

Samples: Senior Indenture (Group 1 Realty Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the (a) The Company will may cause any domestic Wholly Owned Subsidiary of the Company Person that becomes a Restricted Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary this Indenture to become a Subsidiary Guarantor with respect to the Securities Securities. Any such Person shall become a Subsidiary Guarantor by executing and delivering to the Trustee Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be reasonably acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is or becomes a borrower under or guarantor of the Company's obligations under the Revolving Credit Agreement to become a Subsidiary Guarantor with respect to the Securities.

Appears in 1 contract

Samples: Indenture (Universal Brixius Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).

Appears in 1 contract

Samples: Senior Indenture (Spinnaker Exploration Co)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. (a) The Company shall cause any such Wholly Owned Person that becomes a Restricted Subsidiary after the date of this Indenture to become a Subsidiary Guarantor with respect to the Securities Securities. Any such Person shall become a Subsidiary Guarantor by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be reasonably acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is or becomes a borrower under or guarantor of the Company's obligations under the Revolving Credit Agreement to become a Subsidiary Guarantor with respect to the Securities.

Appears in 1 contract

Samples: Indenture (Poindexter J B & Co Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the (a) The Company will may cause any domestic Wholly Owned Subsidiary of the Company Person that becomes a Restricted Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary this Indenture to become a Subsidiary Guarantor with respect to the Securities Securities. Any such Person shall become a Subsidiary Guarantor by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be reasonably acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is or becomes a borrower under or guarantor of the Company's obligations under the Revolving Credit Agreement to become a Subsidiary Guarantor with respect to the Securities.

Appears in 1 contract

Samples: Indenture (Poindexter J B & Co Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 3.01 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FIFTEEN

Appears in 1 contract

Samples: Indenture (Primero Gas Marketing Co Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s 's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).. ARTICLE FOURTEEN

Appears in 1 contract

Samples: Subordinated Indenture (Group 1 Automotive Inc)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the The Company will may cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities Securities. If the Company or any of its Subsidiaries shall, in compliance with the covenants in Article X, after the date of this Indenture, (i) transfer or cause to be transferred, any Property to any Subsidiary that is not a Subsidiary Guarantor (other than an Unrestricted Subsidiary) or (ii) make any Investment in any Subsidiary that is not a Subsidiary Guarantor (other than an Unrestricted Subsidiary), then the Company shall cause such Subsidiary to execute a Subsidiary Guarantee and deliver an Opinion of Counsel, in accordance with the terms of this Indenture. Any such Subsidiary shall become a Subsidiary Guarantor by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to to, and executed by, the TrusteeTrustee and executed by the Company, which subjects such Person Subsidiary to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person Subsidiary and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person Subsidiary (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretionprinciples).

Appears in 1 contract

Samples: Indenture (Willcox & Gibbs Inc /De)

Additional Subsidiary Guarantors. Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the (a) The Company will may cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary its Subsidiaries to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute constitutes the legal, valid, binding and enforceable obligations obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion). (b) The Company will cause any Subsidiary of the Company that is required under the terms of the Securities of any series to become a Subsidiary Guarantor to execute a supplemental indenture pursuant to which it shall become a Subsidiary Guarantor. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Appears in 1 contract

Samples: Indenture (Key3media Events Inc)

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