Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Supplemental Indenture (including the Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.
Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions. The Supplemental Indenture has been duly authorized by the Company and, at the Effective Date, will have been duly authorized by each Guarantor and executed and delivered by the Company and each Guarantor and will constitute a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited the Enforceability Exceptions.
Authorization of the Indenture and the Supplemental Indenture. The Indenture (including the Guarantees set forth therein) has been duly authorized by the Issuer and, on the Closing Date, will have been duly executed and delivered by the Issuer, and, when duly executed and delivered in accordance with its terms by the Trustee, will constitute a valid and binding agreement of the Issuer enforceable against the Issuer in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors or by general equitable principles. On or prior to the Escrow Release Date, the Supplemental Indenture will have been duly authorized, executed and delivered by the Company and the Guarantors and, when duly executed and delivered in accordance with its terms by the Trustee, will constitute a valid and binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
Authorization of the Indenture and the Supplemental Indenture. The Indenture and the Supplemental Indenture have been duly authorized by the Issuer, and on the Merger Closing Date, the Indenture and the Supplemental Indenture will have been duly authorized by the Company; on the Merger Closing Date, the Indenture will have been duly executed and delivered by the Issuer and, concurrently with the consummation of the Merger and the execution and delivery of the Joinder Agreement, the Supplemental Indenture will have been duly executed and delivered by the Company; and on the Merger Closing Date, the Indenture will constitute a valid and legally binding agreement of the Issuer, and the Indenture, as amended and supplemented by the Supplemental Indenture, will constitute a valid and legally binding agreement of the Company, in each case enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
