Co-Issuers Sample Clauses
Co-Issuers. At any time at which the “Issuer,” as defined in Section 1.01 hereof, includes one or more co-issuers, each such issuer and co-issuer shall be jointly and severally liable for all obligations of the Issuer under or related to, or arising in connection with, this Indenture and the Notes, and any document to be executed by the “Issuer” hereunder during such time shall be executed by each such issuer and co-issuer.
Co-Issuers. The Issuers hereby agree that they are henceforth jointly and severally liable, as co-issuers of the Notes, for all of Chase Merger Sub’s obligations under the Indenture and the Notes, on the terms and conditions set forth therein.
Co-Issuers. The Notes shall initially be co-issued with Sabra Capital, which is a wholly owned subsidiary of the Operating Partnership and does not have any substantial operations, assets or revenues. The obligations of Sabra Capital as a co-issuer of the Notes shall be automatically released and discharged if Sabra Capital is not liable in respect of any obligations under the 2023 Notes and the 2024 Notes or in respect of any indebtedness under the Credit Agreement (which release and discharge may be concurrent with the release and discharge of Sabra Capital under the 2023 Notes and the 2024 Notes). Following such release and discharge, the Operating Partnership shall be the sole issuer of the Notes and all references to the “Issuers” herein and in the Notes shall refer solely to the Operating Partnership as the sole issuer of the Notes and all terms, covenants, conditions and other provisions herein and in the Notes shall be construed accordingly. The Parent shall deliver an Officer’s Certificate to the Trustee following such release and discharge stating that such release and discharge has occurred.
Co-Issuers. The Notes shall initially be co-issued with Sabra Capital, which is a wholly owned subsidiary of the Operating Partnership and does not have any substantial operations, assets or revenues. However, the obligations of Sabra Capital as a co-issuer of the Notes shall be automatically released and discharged if Sabra Capital is not liable in respect of any obligations under either the 2021 Notes and the 2023 Notes or in respect of any indebtedness under the Credit Agreement (which release and discharge may be concurrent with the release and discharge of Sabra Capital under the 2021 Notes and the 2023 Notes). Following such release and discharge, the Operating Partnership shall be the sole issuer of the Notes. The Parent shall deliver an Officer’s Certificate to the Trustee following such release and discharge stating that such release and discharge has occurred.
Co-Issuers. It is understood and agreed that the issuance of the Notes to the Purchaser on a joint issuer basis as set forth in this Agreement and the Notes is solely as an accommodation to the Issuers (individually, a "Co-Issuer", and collectively, the “Co-Issuers") and at their request. Accordingly, the Co-Issuers hereby agree as follows:
(a) Each Co-Issuer acknowledges and agrees that the intention of the parties is that each Co-Issuer shall be a direct and primary "Issuer" with respect to the Obligations to the Purchaser evidenced or secured by the Note Documents, and the Co-Issuers agree that they are jointly and severally liable for the Obligations to the Purchaser and liabilities of each Issuer and the Issuers under the Note Documents. Except as expressly otherwise provided in any Loan Document, (i) any covenant, representation or warranty by any Co-Issuer in any Note Document shall be deemed to be a covenant, representation or warranty with respect to each Co-Issuer and all Co-Issuers, and a breach of any such covenant, representation or warranty by any Co-Issuer or all Co-Issuers shall be deemed to be a breach of such covenant, representation or warranty by each Co-Issuer and all Co-Issuers, (ii) any requirement, restriction or prohibition with respect to any Co-Issuer or all Co-Issuers shall be deemed to be a requirement, restriction or prohibition with respect each Co-Issuer and all Co-Issuers, and (iii) any event described as a "Default" or "Event of Default" or giving rise to a right to accelerate or other remedy with respect to any Co-Issuer or all Co-Issuers shall be a "Default" or "Event of Default" or an event giving rise to the right to accelerate or other remedy, as the case may be, as to each Co-Issuer and all Co-Issuers. Any waiver by any Co-Issuer or all Co-Issuers shall be deemed to be a waiver by each Co-Issuer and all Co-Issuers. Any right or remedy of Purchaser against any Co-Issuer or all Co-Issuers may be exercised by Purchaser against any Co-Issuer or all or some Co-Issuers.
(b) Each Co-Issuer hereby irrevocably appoints each other Co-Issuer as the appointing Co-Issuer's agent and attorney-in-fact for all purposes of the Note Documents, including, without limitation, the giving and receiving of notices and other communications and making of requests and elections. Purchaser is entitled to rely, and shall be exonerated from any liability for relying, upon any notice, communication, request or election by any Co-Issuer without the need for a...
Co-Issuers