Common use of Authorization of the Notes Clause in Contracts

Authorization of the Notes. The Notes have been duly authorized by the Issuer and, at the Closing Time, will have been duly executed by the Issuer and will be in the form contemplated by the Indenture and, when 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 valid and binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with 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 18 contracts

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

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Authorization of the Notes. The Notes to be purchased by the Underwriters from the Issuers will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized by for issuance and sale pursuant to this Agreement and the Issuer Indenture and, at the Closing TimeDate, will have been duly executed by each of the Issuer and will be in the form contemplated by the Indenture Issuers and, when authenticated in the manner provided for in the Indenture and delivered by the Issuer against payment therefor by of the Underwriters in accordance with the terms of this Agreementpurchase price therefor, will be constitute valid and binding obligations of the Issuer, entitled to the benefits each of the Indenture and Issuers, enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, 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 6 contracts

Samples: Underwriting Agreement (Genesis Energy Lp), Underwriting Agreement (Genesis Energy Lp), Underwriting Agreement (Genesis Energy Lp)

Authorization of the Notes. The Notes have been duly authorized by the Issuer Issuers and, at the Closing Time, will have been duly executed by the Issuer Issuers and will be in the form contemplated by the Indenture and, when 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 valid and binding obligations of the IssuerIssuers, entitled to the benefits of the Indenture and enforceable against the Issuer Issuers in accordance with 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 3 contracts

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

Authorization of the Notes. The Notes have been duly authorized by the Issuer Company and, at the Closing Time, will have been duly executed by the Issuer Company and will be in the form contemplated by the Indenture and, when 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 valid and binding obligations of the IssuerCompany, entitled to the benefits of the Indenture and enforceable against the Issuer Company in accordance with their its terms, except as such 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 (Arch Capital Group Ltd.)

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Authorization of the Notes. The Notes have been duly authorized by the Issuer and, at the Closing Time, will have been duly executed by the Issuer and will be in the form contemplated by the Indenture and, when 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 valid and binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with 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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