Common use of Authorization of the Guarantee Clause in Contracts

Authorization of the Guarantee. The Guarantee has been duly authorized by the Guarantor and, at the Closing Time, will have been duly executed by the Guarantor and will be in the form contemplated by the Indenture and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuer against payment therefor by the Underwriters in accordance with the terms of this Agreement, will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

Appears in 17 contracts

Samples: Underwriting Agreement (Ventas, Inc.), Underwriting Agreement (Ventas, Inc.), Underwriting Agreement (Ventas, Inc.)

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Authorization of the Guarantee. The Guarantee has been duly authorized by the Guarantor and, at the Closing Time, will have been duly executed by the Guarantor and will be in the form contemplated by the Indenture and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuer Issuers against payment therefor by the Underwriters in accordance with the terms of this Agreement, will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc)

Authorization of the Guarantee. The Guarantee has been duly authorized by the Guarantor and, at the Closing Time, will have been duly executed by the Guarantor and will be in the form contemplated by the Indenture and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuer Company against payment therefor by the Underwriters in accordance with the terms of this Agreement, will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

Appears in 2 contracts

Samples: Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.)

Authorization of the Guarantee. The Guarantee has Guarantees have been duly authorized by the Guarantor Guarantors and, at the Closing Time, will have been duly executed by the Guarantor and will be in the form contemplated by the Indenture and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuer against payment therefor by the Underwriters Initial Purchasers in accordance with the terms of this Agreement, will be a valid and binding obligation obligations of the GuarantorGuarantors, enforceable against the Guarantor Guarantors in accordance with its their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

Appears in 1 contract

Samples: Purchase Agreement (Care Capital Properties, Inc.)

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Authorization of the Guarantee. The Guarantee has been duly authorized by the Guarantor and, at the Closing Time, will have been duly and executed by the Guarantor and will be is in the form contemplated by the Indenture and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuer Issuers against payment therefor by the Underwriters in accordance with the terms of this Agreement, will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Ventas Inc)

Authorization of the Guarantee. The Guarantee in the respective form contemplated by the Indenture, has been duly authorized by the Guarantor and, at the Closing TimeDate, will have been duly executed and delivered by the Guarantor and will be in the form contemplated by the Indenture and, when the Notes are have been issued and authenticated in the manner provided for in accordance with the Indenture and delivered to and paid for by the Issuer against payment therefor by the Underwriters Purchasers in accordance with the terms of this Agreement, will be constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles of equity and will be entitled to the discretion benefits of the court before which any proceedings therefor may be broughtIndenture.

Appears in 1 contract

Samples: Purchase Agreement (Nexstar Broadcasting Group Inc)

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