Execution and Delivery of Notation of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 1601, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Subsidiary Guarantee, substantially in the form attached hereto as Annex B, shall be endorsed on each Note entitled to the benefits of the Subsidiary Guarantee authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, an Officer of the general partner of each Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that the Subsidiary Guarantee set forth in Section 1601 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to its Subsidiary Guarantee. If any Officer of the Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, any Officer of the general partner of the Subsidiary Guarantor, whose signature is on the Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafter, the Subsidiary Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees set forth in the Indenture on behalf of the Subsidiary Guarantors.
Appears in 16 contracts
Samples: Seventeenth Supplemental Indenture (Concho Resources Inc), Supplemental Indenture (Concho Resources Inc), Fifteenth Supplemental Indenture (Concho Resources Inc)
Execution and Delivery of Notation of Subsidiary Guarantee. To further evidence its the Subsidiary Guarantee set forth in Section 160115.01 hereof with respect to the Notes, each of the Subsidiary Guarantors hereby CRLP agrees that a notation relating to such Subsidiary Guarantee, substantially in the form attached hereto as Annex B, shall Guarantee may be endorsed on each the certificates evidencing any Note entitled to the benefits of the Subsidiary Guarantee that has been or is authenticated and delivered by the Trustee Trustee, which Subsidiary Guarantee shall be executed on behalf of CRLP by its Chairman, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents and executed by either its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries (which signatures may be manual or facsimile) and further agrees that the form and terms of such Subsidiary Guarantee shall be those established by the First Supplemental Indenture. Any Subsidiary Guarantee endorsed on the certificate evidencing any Note shall be in addition to, and shall in no way limit, the Subsidiary Guarantee of the Notes pursuant to this Article Fifteen. If CRLP shall become a party to this Indenture pursuant to a Subsidiary Guarantee Supplemental Indenture as contemplated by Section 4.14, then, if any Notes Outstanding at such time are evidenced by one or more Global Notes, MAALP and CRLP shall use commercially reasonable efforts to cause the applicable Depository (or its custodian or nominee) to exchange such Global Notes for Global Notes evidencing a like aggregate principal amount of Notes with Subsidiary Guarantees endorsed on such Global Notes; provided, however, that no failure to effect any such exchange shall constitute a default or Event of Default with respect to the Notes hereunder. Subsidiary Guarantees endorsed on the certificates evidencing any Note bearing the manual or facsimile signature signatures of an Officer individuals who were at the time the proper officers of CRLP shall, to the fullest extent permitted by law, bind CRLP, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Subsidiary Guarantor, Note or in did not hold such offices at the case date of a Subsidiary Guarantor that is a limited partnership, an Officer of the general partner of each Subsidiary Guarantorsuch Note. Each of the Subsidiary Guarantors hereby CRLP agrees that the Subsidiary Guarantee set forth in Section 1601 this Article Fifteen shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation relating to its Subsidiary Guarantee. If any Officer of the Subsidiary Guarantorendorse, or election not to endorse, on any or all Notes a Subsidiary Guarantee in the case manner contemplated by the first paragraph of a Subsidiary Guarantor that is a limited partnership, any Officer of the general partner of the Subsidiary Guarantor, whose signature is on the Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafter, the Subsidiary Guarantee of such Note shall be valid neverthelessthis Section 15.02. The delivery of any Note by the TrusteeTrustee or MAALP, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Indenture and the Indenture Subsidiary Guarantee, if any, endorsed on such Note on behalf of the Subsidiary GuarantorsCRLP.
Appears in 3 contracts
Samples: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)
Execution and Delivery of Notation of Subsidiary Guarantee. To further evidence the Subsidiary Guarantee set forth in Section 12.1 hereof, the Company shall cause each Subsidiary Guarantor to execute the notation of Subsidiary Guarantee in substantially the form set forth in Exhibit B attached hereto to be endorsed on each Security thereafter ordered to be authenticated and delivered by the Trustee, and shall cause a supplemental indenture to be executed on behalf of each Subsidiary Guarantor by its President or one of its Vice Presidents and attested to by one of its Secretaries or Assistant Secretaries. Each Subsidiary Guarantor shall agree that its Subsidiary Guarantee set forth in Section 1601, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Subsidiary Guarantee, substantially in the form attached hereto as Annex B, shall be endorsed on each Note entitled to the benefits of the Subsidiary Guarantee authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, an Officer of the general partner of each Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that the Subsidiary Guarantee set forth in Section 1601 12.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation relating to its of such Subsidiary Guarantee. If any Each such notation of Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such notation of Subsidiary Guarantee prior to the authentication of the Subsidiary GuarantorSecurity on which it is endorsed, or in and the case of a Subsidiary Guarantor that is a limited partnership, any Officer of the general partner of the Subsidiary Guarantor, whose signature is on the Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafter, the Subsidiary Guarantee delivery of such Note shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in the this Indenture on behalf of the Subsidiary Guarantors. Such signatures upon the notation of Subsidiary Guarantee may be by manual or facsimile signature of such Officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the notation of Subsidiary Guarantee shall cease to be such Officer before the Security on which such notation of Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the notation of Subsidiary Guarantee had not ceased to be such Officer of the Subsidiary Guarantor.
Appears in 2 contracts
Samples: Indenture (Pogo Producing Co), Indenture (Pogo Producing Co)
Execution and Delivery of Notation of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 160111.01, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation relating to of such Subsidiary Guarantee, Guarantee substantially in the form attached hereto as Annex B, included in Exhibit E shall be endorsed by an Officer of such Subsidiary Guarantor on each Note entitled to the benefits of the Subsidiary Guarantee authenticated and delivered by the Trustee and that this Indenture shall be executed by either manual or facsimile signature of an Officer on behalf of such Subsidiary Guarantor, Guarantor by its President or in the case one of a its Vice Presidents. Each Subsidiary Guarantor that is a limited partnership, an Officer of the general partner of each Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that the its Subsidiary Guarantee set forth in Section 1601 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to its of such Subsidiary Guarantee. If any an Officer of the Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, any Officer of the general partner of the Subsidiary Guarantor, whose signature is on the this Indenture or a Note on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates such the Note or at any time thereafteron which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in the this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.20 or Section 4.21 hereof, the Company shall cause each such Subsidiary to execute supplemental indentures to this Indenture in accordance with such Sections.
Appears in 2 contracts
Samples: Indenture (Prime Medical Services Inc /Tx/), Indenture (Sun Medical Technologies Inc /Ca/)
Execution and Delivery of Notation of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 1601, each of the Subsidiary Guarantors hereby agrees that a notation relating to such Subsidiary Guarantee, substantially in the form attached hereto as Annex B, shall be endorsed on each Note entitled to the benefits of the Subsidiary Guarantee authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, an Officer of the general partner of each Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that the Subsidiary Guarantee set forth in Section 1601 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to its Subsidiary Guarantee. If any Officer of the Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, any Officer of the general partner of the Subsidiary Guarantor, whose signature is on the this Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafter, the Subsidiary Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees set forth in the this Indenture on behalf of the Subsidiary Guarantors.
Appears in 1 contract
Samples: Indenture (Stone Energy Corp)