Common use of Execution and Delivery of Notation of Subsidiary Guarantee Clause in Contracts

Execution and Delivery of Notation of Subsidiary Guarantee. To 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 12.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 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 Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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: Pogo Producing Co, Pogo Producing Co

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Execution and Delivery of Notation of Subsidiary Guarantee. To 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 this Indenture or 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 12.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 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 Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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 officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the notation of Subsidiary Guarantee shall cease to be such Officer 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 officer of the Subsidiary Guarantor.

Appears in 2 contracts

Samples: Cross Timbers Oil Co, Cross Timbers Oil Co

Execution and Delivery of Notation of Subsidiary Guarantee. To evidence the Subsidiary Guarantee set forth in Section 12.1 hereof1701 hereof with respect to the Notes, the Company shall cause each Subsidiary Guarantor to execute the notation of CRLP agrees that a Subsidiary Guarantee in substantially the form set forth in Exhibit B attached hereto to may be endorsed on each Security thereafter ordered to be the certificates evidencing any Note that has been or is authenticated and delivered by the Trustee, and which Subsidiary Guarantee shall cause a supplemental indenture to be executed on behalf of each Subsidiary Guarantor CRLP by its President Chairman, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents and attested to by its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries (which signatures may be manual or Assistant Secretariesfacsimile) and further agrees that the form and terms of such Subsidiary Guarantee shall be those established by the Second Supplemental Indenture. Each Any Subsidiary Guarantor Guarantee endorsed on the certificate evidencing any Note shall agree be in addition to, and shall in no way limit, the Subsidiary Guarantee of the Notes pursuant to this Article Seventeen. If CRLP shall become a party to this Indenture pursuant to a Subsidiary Guarantee Supplemental Indenture as contemplated by Section 1018, then, if any Notes Outstanding at such time are evidenced by one or more Global Securities, the Operating Partnership and CRLP shall use commercially reasonable efforts to cause the applicable Depository (or its custodian or nominee) to exchange such Global Securities for Global Securities evidencing a like aggregate principal amount of Notes with Subsidiary Guarantees endorsed on such Global Securities; provided, however, that its 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 signatures of 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 Note or did not hold such offices at the date of such Note. “CRLP agrees that the Subsidiary Guarantee set forth in Section 12.1 hereof this Article Seventeen shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse endorse, or election not to endorse, on each Security any or all Notes a notation of such Subsidiary Guarantee. Each such notation of Subsidiary Guarantee shall be signed on behalf in the manner contemplated by the first paragraph 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 Security on which it is endorsed, and the this Section 1702. “The delivery of such Security any Note by the TrusteeTrustee or the Operating Partnership, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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 if any, endorsed on such Officer who shall have signed the notation Note on behalf 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 GuarantorCRLP.

Appears in 1 contract

Samples: Second Supplemental Indenture (Mid-America Apartments, L.P.)

Execution and Delivery of Notation of Subsidiary Guarantee. To 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 this Indenture or 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 12.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 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 Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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 officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the notation of Subsidiary Guarantee shall cease to be such Officer 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 Person who signed the notation of Subsidiary Guarantee had not ceased to be such Officer officer of the Subsidiary Guarantor.

Appears in 1 contract

Samples: Petsec Energy Inc

Execution and Delivery of Notation of Subsidiary Guarantee. To evidence the Subsidiary Guarantee set forth in Section 12.1 hereof1701 hereof with respect to the Notes, the Company shall cause each Subsidiary Guarantor to execute the notation of CRLP agrees that a Subsidiary Guarantee in substantially the form set forth in Exhibit B attached hereto to may be endorsed on each Security thereafter ordered to be the certificates evidencing any Note that has been or is authenticated and delivered by the Trustee, and which Subsidiary Guarantee shall cause a supplemental indenture to be executed on behalf of each Subsidiary Guarantor CRLP by its President Chairman, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents and attested to by its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries (which signatures may be manual or Assistant Secretariesfacsimile) and further agrees that the form and terms of such Subsidiary Guarantee shall be those established by the First Supplemental Indenture. Each Any Subsidiary Guarantor Guarantee endorsed on the certificate evidencing any Note shall agree be in addition to, and shall in no way limit, the Subsidiary Guarantee of the Notes pursuant to this Article Seventeen. If CRLP shall become a party to this Indenture pursuant to a Subsidiary Guarantee Supplemental Indenture as contemplated by Section 1018, then, if any Notes Outstanding at such time are evidenced by one or more Global Securities, the Operating Partnership and CRLP shall use commercially reasonable efforts to cause the applicable Depository (or its custodian or nominee) to exchange such Global Securities for Global Securities evidencing a like aggregate principal amount of Notes with Subsidiary Guarantees endorsed on such Global Securities; provided, however, that its 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 signatures of 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 Note or did not hold such offices at the date of such Note. “CRLP agrees that the Subsidiary Guarantee set forth in Section 12.1 hereof this Article Seventeen shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse endorse, or election not to endorse, on each Security any or all Notes a notation of such Subsidiary Guarantee. Each such notation of Subsidiary Guarantee shall be signed on behalf in the manner contemplated by the first paragraph 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 Security on which it is endorsed, and the this Section 1702. “The delivery of such Security any Note by the TrusteeTrustee or the Operating Partnership, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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 if any, endorsed on such Officer who shall have signed the notation Note on behalf 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 GuarantorCRLP.

Appears in 1 contract

Samples: Indenture (Mid-America Apartments, L.P.)

Execution and Delivery of Notation of Subsidiary Guarantee. To 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 this Indenture or 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 12.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 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 Security on which it is endorsed, and the 100 109 delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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 1 contract

Samples: Pogo Producing Co

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Execution and Delivery of Notation of Subsidiary Guarantee. To evidence the its Subsidiary Guarantee set forth in Section 12.1 13.1 hereof, the Company shall cause each Subsidiary Guarantor hereby agrees to execute the notation of Subsidiary Guarantee in substantially the form set forth in Exhibit B attached hereto Section 2.4 hereof to be endorsed on each Security thereafter ordered to be authenticated and delivered by the Trustee, and each Subsidiary Guarantor agrees that this Indenture 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 hereby agrees that its Subsidiary Guarantee set forth in Section 12.1 13.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 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 Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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 officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the notation of Subsidiary Guarantee shall cease to be such Officer 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 officer of the Subsidiary Guarantor.

Appears in 1 contract

Samples: Indenture (Flores & Rucks Inc /De/)

Execution and Delivery of Notation of Subsidiary Guarantee. To evidence the its Subsidiary Guarantee set forth in Section 12.1 13.1 hereof, the Company shall cause each Subsidiary Guarantor hereby agrees to execute the notation of Subsidiary Guarantee in substantially the form set forth in Exhibit B attached hereto Section 2.4 hereof to be endorsed on each Security thereafter ordered to be authenticated and delivered by the Trustee, and each Subsidiary Guarantor agrees that this Indenture 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 hereby agrees that its Subsidiary Guarantee set forth in Section 12.1 13.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 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 Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the notation of Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. Such signatures upon the notation of Subsidiary Guarantee may 110 be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the notation of Subsidiary Guarantee shall cease to be such Officer 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 officer of the Subsidiary Guarantor.

Appears in 1 contract

Samples: Ocean Energy Inc

Execution and Delivery of Notation of Subsidiary Guarantee. To evidence the its Subsidiary Guarantee set forth in Section 12.1 13.1 hereof, the Company shall cause each Subsidiary Guarantor hereby agrees to execute the notation of Subsidiary Guarantee in substantially the form set forth in Exhibit B attached hereto Section 2.4 hereof to be endorsed on each Security thereafter ordered to be authenticated and delivered by the Trustee, and each Subsidiary Guarantor agrees that this Indenture shall cause a supplemental indenture to be executed on behalf of each -101- 109 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 hereby agrees that its Subsidiary Guarantee set forth in Section 12.1 13.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 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 Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in 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 officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the notation of Subsidiary Guarantee shall cease to be such Officer 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 officer of the Subsidiary Guarantor.

Appears in 1 contract

Samples: Ocean Energy Inc

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