Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”) and will be entitled to the benefits of the Indenture.
Appears in 29 contracts
Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (Onemain Finance Corp), Underwriting Agreement (Onemain Finance Corp)
Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company andUnderwriting Agreement. The Securities, when issued and authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price thereforconsideration therefor specified in this Underwriting Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the CompanyCompany entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as (i) the enforcement enforceability thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfertransfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”) and will be entitled to the benefits of the Indenture).
Appears in 14 contracts
Samples: Underwriting Agreement (Viacom Inc.), Underwriting Agreement (Viacom Inc.), Underwriting Agreement (Viacom Inc.)
Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ the rights and to remedies of creditors or by general equity principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”) equitable principles, and will be entitled to the benefits of the Indenture.
Appears in 13 contracts
Samples: Underwriting Agreement (Republic Services, Inc.), Underwriting Agreement (Republic Services, Inc.), Underwriting Agreement (Republic Services, Inc.)
Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing DateTime, will have been duly executed by the Company and, when authenticated authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefortherefor as provided in this Agreement, and assuming due authentication by the Trustee, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfer, transfers) reorganization, moratorium moratorium, suspension of payments, concurso mercantil or other similar laws affecting enforcement of general applicability relating to or affecting creditors’ rights generally and except as enforcement thereof is subject to general principles of equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law) (the “Enforceability Limitations”) ), and will be in the form contemplated by, and entitled to the benefits of of, the Indenture.
Appears in 4 contracts
Samples: Underwriting Agreement (Grupo Televisa, S.A.B.), Underwriting Agreement (Grupo Televisa, S.A.B.), Underwriting Agreement (Grupo Televisa, S.A.B.)
Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing DateTime, will have been duly executed by the Company Operating Partnership and, when authenticated authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefortherefor as provided in this Agreement, will be in the form contemplated by the Indenture and will constitute valid and binding obligations of the CompanyOperating Partnership, enforceable against the Operating Partnership in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfertransfers), reorganization, moratorium or other similar laws affecting enforcement of general applicability relating to or affecting creditors’ ' rights generally and except as enforcement thereof is subject to general principles of equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law) (the “Enforceability Limitations”) and ). The Securities will be in the form contemplated by, and entitled to the benefits of of, the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Post Apartment Homes Lp), Underwriting Agreement (Post Apartment Homes Lp)
Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company (i) will on the Closing Date be in the form contemplated by the Indenture, (ii) have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture andIndenture, (iii) at the Closing Date, will have been duly executed by the Company andCompany, and (iv) when issued and authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ the rights and to remedies of creditors or by general equity equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability LimitationsExceptions”) and will be entitled to the benefits of the Indenture.
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Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company (i) will on the Closing Date be in the form contemplated by the Indenture, (ii) have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture andIndenture, (iii) at the Closing Date, Date will have been duly executed by the Company andCompany, and (iv) when issued and authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ the rights and to remedies of creditors or by general equity equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability LimitationsExceptions”) and will be entitled to the benefits of the Indenture.
Appears in 1 contract
Authorization of the Securities. The Securities to be purchased by the Underwriters from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company andUnderwriting Agreement. The Securities, when issued and authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price thereforconsideration therefor specified in this Underwriting Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture, enforceable against the Company, in accordance with their terms, except as (i) the enforcement enforceability thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfertransfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”) and will be entitled to the benefits of the Indenture).
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