Common use of Execution of Supplemental Indenture for Future Guarantors Clause in Contracts

Execution of Supplemental Indenture for Future Guarantors. Each Person which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED]

Appears in 3 contracts

Samples: Indenture (Affinion Group, Inc.), Indenture (Watchguard Registration Services, Inc.), Indenture (Affinion Loyalty Group, Inc.)

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Execution of Supplemental Indenture for Future Guarantors. Each Person Subsidiary which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 10.09 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto pursuant to which such Person Subsidiary shall become a Guarantor under this Article 10 Fourteen and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or and to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED].

Appears in 3 contracts

Samples: O&M Halyard, Inc., Owens & Minor Inc/Va/, Owens & Minor Distribution, Inc.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 4.18 shall promptly promptly, and, in any event, within 30 days, execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto Exhibit D (with appropriate changes as required to comply with the laws of any foreign jurisdiction in which such Subsidiary or Person is organized) pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 10 12 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED].

Appears in 2 contracts

Samples: Playa Hotels & Resorts N.V., Playa Hotels & Resorts B.V.

Execution of Supplemental Indenture for Future Guarantors. Each Person which that is required to become a Guarantor after the Issue Date pursuant to Section 4.11 4.03 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Notes Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED].

Appears in 2 contracts

Samples: Supplemental Indenture (Capmark Affordable Properties LLC), Indenture (Capmark Financial Group Inc.)

Execution of Supplemental Indenture for Future Guarantors. Each Person which that is required to become a Guarantor after the Issue Date pursuant to Section 4.11 4.10 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B Exhibit C hereto pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws Bankruptcy Laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED].

Appears in 2 contracts

Samples: Indenture (Egalet Us Inc.), Indenture (Egalet Corp)

Execution of Supplemental Indenture for Future Guarantors. Each Person Subsidiary which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto Exhibit C pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to terms. Notwithstanding the foregoing, an Officer’s Certificate and an Opinion of Counsel shall not be required in connection with the addition of any Guarantor under this Indenture on the Issue Date upon execution and delivery by such other matters as Guarantor and the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED]of a Supplemental Indenture to this Indenture

Appears in 2 contracts

Samples: Supplemental Indenture (Homefed Corp), Supplemental Indenture (Homefed Corp)

Execution of Supplemental Indenture for Future Guarantors. Each Person Restricted Subsidiary which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto Exhibit C pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person Restricted Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to terms. Notwithstanding the foregoing, an Officer’s Certificate and an Opinion of Counsel shall not be required in connection with the addition of any Guarantor under this Indenture on the Issue Date upon execution and delivery by such other matters as Guarantor and the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED]of a Supplemental Indenture to this Indenture

Appears in 1 contract

Samples: Indenture (Metaldyne Performance Group Inc.)

Execution of Supplemental Indenture for Future Guarantors. Each Person Subsidiary which is required to become a Guarantor after shall, and the Issue Date pursuant to Section 4.11 Issuers shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture substantially in the form of Appendix B Exhibit F hereto pursuant to which such Person Subsidiary shall become a Guarantor under this Article 10 and shall guarantee Guarantee the Guaranteed Obligationsobligations of the Issuers under the Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuer Issuers shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel and an Officers’ Certificate to stating that such supplemental indenture is authorized or permitted by this Indenture and, in the effect case of such Opinion of Counsel, additionally stating that such supplemental indenture has been duly authorized, executed and delivered by such Person Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED]terms.

Appears in 1 contract

Samples: Indenture (Stonemor Partners Lp)

Execution of Supplemental Indenture for Future Guarantors. Each Person Restricted Subsidiary which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto Exhibit C pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person Restricted Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED]Notwithstanding the foregoing, an Officer’s Certificate and an Opinion of Counsel shall not be required in connection with the addition of any Guarantor under this Indenture on the Issue Date upon execution and delivery by such Guarantor and the Trustee of a Supplemental Indenture to this Indenture

Appears in 1 contract

Samples: Indenture (Hillman Companies Inc)

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Execution of Supplemental Indenture for Future Guarantors. Each Person which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B Exhibit C hereto pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED].

Appears in 1 contract

Samples: Indenture (Hexion Inc.)

Execution of Supplemental Indenture for Future Guarantors. Each Person which is required to become a Guarantor after the Issue Date pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED]

Appears in 1 contract

Samples: Indenture (Affinion Loyalty Group, Inc.)

Execution of Supplemental Indenture for Future Guarantors. Each Person which that is required to become a Guarantor after the Issue Date pursuant to Section 4.11 4.10 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix Exhibit B hereto pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other appropriate qualifications, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED].

Appears in 1 contract

Samples: Indenture (Merrimack Pharmaceuticals Inc)

Execution of Supplemental Indenture for Future Guarantors. Each Person which that is required to become a Guarantor after the Issue Date pursuant to Section 4.11 4.10 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B Exhibit C hereto pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED].

Appears in 1 contract

Samples: Indenture (Quotient LTD)

Execution of Supplemental Indenture for Future Guarantors. Each Person Domestic Subsidiary which is required to become a Guarantor after of the Issue Date Notes pursuant to Section 4.11 shall promptly or Section 4.17 shall, within the time period set forth therein, execute and deliver to the Trustee a supplemental indenture substantially in the form of Appendix B Exhibit C hereto pursuant to which such Person Domestic Subsidiary shall become a Guarantor under this Article 10 X and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect certifying that such supplemental indenture has been duly authorized, executed and delivered by such Person Domestic Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and subject to other customary exceptions, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. ARTICLE 11 [INTENTIONALLY OMITTED] ARTICLE 12 [INTENTIONALLY OMITTED]terms.

Appears in 1 contract

Samples: Supplemental Indenture (TopBuild Corp)

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