Execution and Delivery of Note Guarantees. The Note Guarantees to be endorsed on the Notes shall be in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note authenticated and delivered by the Trustee. The Note Guarantee shall be executed on behalf of the Company by two members of the Management Board of its General Partner and on behalf of any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible Officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenture, shall constitute due delivery of the Note Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.
Execution and Delivery of Note Guarantees. To evidence the Note Guarantees set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of the Note Guarantees substantially in the form of Exhibit D shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President, Chief Financial Officer or one of its Vice Presidents. Each Guarantor hereby agrees that the Note Guarantees set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Note Guarantees. If an officer or Officer whose signature is on this Indenture or on the Note Guarantees no longer holds that office at the time the Trustee authenticates the Note on which the Note Guarantees are endorsed, the Note Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantees set forth in this Indenture on behalf of the Guarantors.
Execution and Delivery of Note Guarantees. Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Sections 4.07 and 4.20 and this Section 10.03 shall evidence its Note Guarantee set forth in Section 10.01 without the need for any further notation on the Notes. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or any supplemental indenture no longer holds that office at the time the Trustee authenticates the Notes or at any time thereafter, such Guarantor’s Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor. In the event that the Company or the Parent Company creates or acquires any new Restricted Subsidiaries subsequent to the date of this Indenture, if required by Section 4.07 or 4.20, the Parent Company and the Company jointly and severally agree to cause such Restricted Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.07 or 4.20 and this Article Ten, to the extent applicable. In addition, the Parent Company and the Company jointly and severally agree to use best efforts to obtain all regulatory approvals required in respect of the granting of, and if such approvals are granted to cause the grant of, a Subsidiary Guarantee by each of tw telecom of hawaii l.p. and tw telecom of new jersey l.p. by a supplemental indenture to this Indenture on or prior to the date that is 120 days following the Closing Date or as soon thereafter as practicable.
Execution and Delivery of Note Guarantees. To evidence the Guarantee Obligations set forth in Section 12.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on its behalf by the president or one of its vice presidents. If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Notes, the Guarantee Obligations shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Obligations set forth in this Indenture on behalf of the Guarantor.
Execution and Delivery of Note Guarantees. The execution by each of the Guarantors of this Indenture evidences the Note Guarantee of such Guarantor, whether or not the Person signing as an officer of such Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor.
Execution and Delivery of Note Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Guarantor pursuant to Section 414, and each Subsidiary of the Company that the Company causes to become a Guarantor pursuant to Section 414, to promptly execute and deliver to the Trustee a Guarantor Supplemental Indenture, or a supplemental indenture otherwise in form reasonably satisfactory to the Trustee evidencing its Note Guarantee on substantially the terms set forth in this Article XIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such Guarantor Supplemental Indenture has been duly authorized or permitted or complies with this Indenture, that all conditions precedent to such Guarantor Supplemental Indenture required by this Indenture have been complied with and that such Guarantor Supplemental Indenture is a valid and binding agreement of the applicable Guarantor, enforceable against such Guarantor in accordance with its terms.
Execution and Delivery of Note Guarantees. To evidence its note guarantee set forth in Section 10.01 hereof, each Guarantor agrees that this Supplemental Indenture shall be signed on behalf of such Guarantor by an Officer of such Guarantor (or, if an Officer is not available, by another authorized Person) on behalf of such Guarantor. Each Guarantor agrees that except as otherwise provided in this Indenture its note guarantee set forth in Section 10.01 hereof shall remain in full force and effect and shall apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such note guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any note guarantee set forth in this Supplemental Indenture on behalf of the Guarantors. The failure to endorse a note guarantee shall not affect or impair the validity thereof.
Execution and Delivery of Note Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 4.10 to execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B to this Indenture evidencing its Note Guarantee on the terms and subject to the conditions set forth in this Article X. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors' rights or remedies generally and general principles of equity, whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.
Execution and Delivery of Note Guarantees. Concurrently with the ----------------------------------------- execution and delivery of the instrument required to be delivered under Section 7.11(b) of the Agreement, the Company shall deliver to the Holders of Transferred Notes an opinion of counsel (which counsel shall be reasonably satisfactory to the Majority Transferred Note Holders) in form and substance reasonably satisfactory to the Majority Transferred Note Holders to the effect that such instrument has been duly authorized, executed and delivered by the relevant Significant Subsidiary Guarantor and that, subject to the applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors' rights or remedies generally and the general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity such instrument is a valid and binding agreement of such Significant Subsidiary Guarantor, enforceable against such Significant Subsidiary Guarantor in accordance with its terms.
Execution and Delivery of Note Guarantees. Each guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indenture substantially in the form of Exhibit F hereto executed on behalf of such Guarantor by an Officer thereof in accordance with Section 4.17 hereof shall evidence its Note Guarantee set forth in this Article X without the need for any further notation on the Notes.
