Authorization of the Notes. The Notes have been duly authorized by the Issuer and, when the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, the Notes will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Indenture, enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). The Notes will be in the form contemplated by the Indenture.
Appears in 3 contracts
Samples: Underwriting Agreement (Assured Guaranty LTD), Underwriting Agreement (Assured Guaranty US Holdings Inc.), Underwriting Agreement (Assured Guaranty US Holdings Inc.)
Authorization of the Notes. The Notes have been duly authorized and, at each Delivery Date, will have been duly executed by the Issuer Company and, when authenticated, issued and delivered in the Notes have been executed and authenticated manner provided for in accordance with the provisions of the Indenture and delivered to and paid for by against payment of the Underwriters pursuant to purchase price therefor as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the IndentureCompany, enforceable against the Issuer Company in accordance with their terms, except as (x) the enforcement enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), ) reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or and (y) the enforceability thereof may be limited by general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Notes , and will be in the form contemplated by by, and entitled to the Indenturebenefits of, the Indenture and the Registration Rights Agreement.
Appears in 2 contracts
Samples: Letter Agreement (Province Healthcare Co), Purchase Agreement (Province Healthcare Co)
Authorization of the Notes. The Notes have been duly authorized and, at the Closing Time (defined below), will have been duly executed by the Issuer Company and, when authenticated and issued in the Notes have been executed and authenticated manner provided for in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to Trustee against payment of the purchase price therefor as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the IndentureCompany, enforceable against the Issuer Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by except as enforcement thereof is subject to general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Notes , and will be in the form forms contemplated by by, and entitled to the benefits of, the Indenture.
Appears in 1 contract
Samples: Williams Communications Group Inc
Authorization of the Notes. The Notes have been duly authorized and, at the Closing Time (defined below), will have been duly executed by the Issuer Company and, when authenticated and issued in the Notes have been executed and authenticated manner provided for in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to Trustee against payment of the purchase price therefor as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the IndentureCompany, enforceable against the Issuer Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by except as enforcement thereof is subject to general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Notes , and will be in the form contemplated by by, and entitled to the benefits of, the Indenture.
Appears in 1 contract
Samples: Purchase Agreement (Williams Communications Group Inc)
Authorization of the Notes. The Notes have been duly authorized and, at the Closing Time, will have been duly executed by the Issuer Partnership and, when authenticated, issued and delivered in the Notes have been executed and authenticated manner provided for in accordance with the provisions of the Indenture and delivered to and paid for by against payment of the Underwriters pursuant to purchase price therefor as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the IndenturePartners, enforceable against the Issuer Partners in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by and except as enforcement thereof is subject to general equitable principles of equity (regardless of whether enforcement enforceability is considered in a proceeding in equity or at law). The Notes , and will be in the form contemplated by by, and entitled to the benefits of, the Indenture.
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Authorization of the Notes. The Notes have been duly authorized and, at the Delivery Date, will have been duly executed by the Issuer Company and, when authenticated, issued and delivered in the Notes have been executed and authenticated manner provided for in accordance with the provisions of the Indenture and delivered to and paid for by against payment of the Underwriters pursuant to purchase price therefor as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the IndentureCompany, enforceable against the Issuer Company in accordance with their terms, except as (x) the enforcement enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or and (y) the enforceability thereof may be limited by general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Notes , and will be in the form contemplated by by, and entitled to the benefits of, the Indenture.
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Authorization of the Notes. The Notes have been duly authorized and, at the Closing Time, will have been duly executed by the Issuer Company and, when authenticated, issued and delivered in the Notes have been executed and authenticated manner provided for in accordance with the provisions of the Indenture and delivered to and paid for by against payment of the Underwriters pursuant to purchase price therefor as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the IndentureCompany, enforceable against the Issuer Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without Execution Version limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by and except as enforcement thereof is subject to general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Notes , and will be in the form contemplated by by, and entitled to the benefits of, the Indenture.
Appears in 1 contract