Common use of Indenture; Offered Securities Clause in Contracts

Indenture; Offered Securities. On the Closing Date, the Indenture will have been duly authorized, executed and delivered by the Company and will conform to the information in the General Disclosure Package and to the description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the parties thereto, the Indenture will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws of general applicability relating to or affecting the rights and remedies of creditors or by general equitable principles (collectively, the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as rights to indemnification and contribution may be limited by applicable law, and (v) will be entitled to the benefits of the Indenture. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered Securities.

Indenture; Offered Securities. On the Closing Date, the The Indenture will have has been duly authorized, executed and delivered by the Company and will conform to each Subsidiary Guarantor and has been duly qualified under the information in Trust Indenture Act; and, assuming the General Disclosure Package due authorization, execution and to delivery thereof by the description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the parties theretoTrustee, the Indenture will constitute constitutes the valid and legally binding obligations obligation of the Company, Company and each Subsidiary Guarantor enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except (a) as the enforcement thereof such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer or conveyance or other moratorium and similar laws of general applicability relating to or affecting the creditors’ rights and remedies of creditors or generally, by general equitable principles (collectivelyregardless of whether such enforceability is considered in a proceeding in equity or at law), the “Enforceability Exceptions”) and except as rights by public policy, by applicable law relating to indemnification and contribution may be limited and by applicable lawan implied covenant of good faith and fair dealing and (b) that such counsel need not express any opinion as to the enforceability of any provision of the Indenture requiring the payment of liquidated damages, special or additional interest or additional amounts. On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, The Offered Securities have been duly authorized and executed by the Company and, when duly issued and authenticated in accordance with the terms of the Indenture and delivered to and paid for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated Underwriters in accordance with the manner provided for in the Indenture on the Closing Date and delivered against payment terms of the purchase price thereforAgreement, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the Company, Company enforceable against the Company and each Subsidiary Guarantor, as guarantor, in accordance with their terms, except (a) as the enforcement thereof such enforceability may be limited by the Enforceability Exceptions bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and except as similar laws of general applicability relating to or affecting creditors’ rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), by public policy, by applicable law relating to indemnification and contribution may be limited and by applicable law, an implied covenant of good faith and fair dealing and (vb) will be entitled that such counsel need not express any opinion as to the benefits enforceability of the Indenture. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale any provision of the Offered Securities contemplated hereby requiring the payment of liquidated damages, special or in connection with any exempt resale of the Offered Securities.additional interest or additional amounts;

Indenture; Offered Securities. On the Closing Date, the Indenture will have been duly authorized, executed and delivered by the Company and will conform to the information in the General Disclosure Package and to the description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the parties thereto, the Indenture will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws of general applicability relating to or affecting the rights and remedies of creditors or by general equitable principles (collectively, the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as rights to indemnification and contribution may be limited by applicable law, and (v) will be entitled to the benefits of the Indenture. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered Securities.

Indenture; Offered Securities. On the Closing Date, the The Indenture will have has been duly authorized, executed and delivered by the Company and will conform to each Guarantor, and has been duly qualified under the information in the General Disclosure Package Trust Indenture Act, and to the description of assuming that the Indenture contained in the Final Offering Memorandum. When has been duly authorized, executed and delivered by each of the parties theretoTrustee, the Indenture will constitute the is a legal, valid and legally binding obligations agreement of the CompanyCompany and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer or conveyance or other moratorium and similar laws of general applicability relating to or affecting the creditors’ rights and remedies of creditors or by to general equitable equity principles (collectively, the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable regardless of whether such enforceability is considered in a proceeding in equity or at law). On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, The Offered Securities have been duly authorized by the Company Company, and when issued pursuant to the Indenture and delivered and paid for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price thereforAgreement, will have been duly executed, authenticated, issued, executed delivered and delivered paid for and will constitute legal, valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Guarantees have been duly authorized by each Guarantor and when the enforcement thereof may be limited by Offered Securities and are duly executed, authenticated, issued, delivered and paid for pursuant to the Enforceability Exceptions Indenture and except as rights to indemnification this Agreement on the Closing Date, such Guarantees will have been duly and contribution may be limited by applicable lawvalidly issued and outstanding and will constitute legal, valid and (v) will be binding obligations of each Guarantor, entitled to the benefits of the IndentureIndenture and enforceable against each Guarantor in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). No qualification of On the Closing Date, the Indenture under will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (and the “Trust Indenture Act”) is required in connection with the offer Rules and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered SecuritiesRegulations.

Indenture; Offered Securities. On the Closing Date, the The Indenture will have has been duly authorized, executed and delivered by the Company and will conform to each Guarantor, and has been duly qualified under the information in the General Disclosure Package Trust Indenture Act, and to the description of assuming that the Indenture contained in the Final Offering Memorandum. When has been duly authorized, executed and delivered by each of the parties theretoTrustee, the Indenture will constitute the is a legal, valid and legally binding obligations agreement of the CompanyCompany and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer or conveyance or other moratorium and similar laws of general applicability relating to or affecting the creditors’ rights and remedies of creditors or by to general equitable equity principles (collectively, the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable regardless of whether such enforceability is considered in a proceeding in equity or at law). On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, The Offered Securities have been duly authorized by the Company for issuance Company, and sale when issued pursuant to the Indenture and delivered pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price thereforAgreement, will have been duly executed, authenticated, issued, executed delivered and delivered paid for and will constitute legal, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Guarantees have been duly authorized by each Guarantor and when the enforcement thereof may be limited by the Enforceability Exceptions Offered Securities and except as rights to indemnification are duly executed, authenticated, issued, delivered and contribution may be limited by applicable law, and (v) will be entitled paid for pursuant to the benefits Indenture and this Agreement on the Closing Date, such Guarantees will have been duly and validly issued and outstanding and will constitute legal, valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). On the Indenture. No qualification of Closing Date, the Indenture under will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (and the “Trust Indenture Act”) is required in connection with the offer Rules and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered SecuritiesRegulations.

Indenture; Offered Securities. On The Base Indenture has been duly authorized by the Company and the Supplemental Indenture has been duly authorized by the Company and the Guarantors; the Offered Securities have been duly authorized by the Company; when the Offered Securities are authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing Date and when the Base Indenture will have been duly executed and delivered by the Company and the Supplemental Indenture will have been duly executed and delivered by the Company and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company, and the Offered Securities will conform to the description of such Offered Securities in the General Disclosure Package and the Final Offering Memorandum in all material respects; at the Closing Date, the Indenture will have conform to its description in the General Disclosure Package and the Final Offering Memorandum in all material respects and, when authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Offered Securities will constitute valid and legally binding obligations of the Company and, assuming the Indenture has been duly authorized, executed and delivered by the Company and Trustee, the Base Indenture will conform to the information in the General Disclosure Package and to the description of the Indenture contained in the Final Offering Memorandum. When have been duly executed and delivered by each of the parties thereto, Company and the Supplemental Indenture will have been duly executed and delivered by the Company and the Guarantors and, in each case, will constitute the a valid and legally binding obligations obligation of the CompanyCompany and the Guarantors, as applicable, in each case enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer or conveyance or other moratorium and similar laws of general applicability relating to or affecting the creditors’ rights and remedies of creditors or by to general equitable equity principles (collectivelyand, the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment case of the purchase price thereforOffered Securities, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as rights to indemnification and contribution may be limited by applicable law, and (v) will be entitled to the benefits of provided by the Indenture. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered Securities.

Indenture; Offered Securities. On the Closing Date, the The Indenture will have has been duly authorizedand validly authorized by the Company and the Guarantors and, when duly executed and delivered by the Company and the Guarantors (assuming the due authorization, execution and delivery thereof by the Trustee), will conform to the information in the General Disclosure Package and to the description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the parties thereto, the Indenture will constitute the valid and be a legally binding obligations and valid obligation of the Company, enforceable against the Company it in accordance with its terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer or conveyance or other moratorium and similar laws of general applicability relating to or affecting the creditors’ rights and remedies of creditors or by to general equitable principles (collectivelyequity principles. The Indenture, when executed and delivered, will conform in all material respects to the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be description thereof in the form contemplated by General Disclosure Package and the Indenture, (ii) will, on the date of this Agreement, Final Offering Circular. The Offered Securities have been duly and validly authorized by the Company for issuance and sale pursuant to the Purchasers by the Company. When the Offered Securities are issued and executed by the Company, authenticated by the Trustee and delivered by the Company against payment therefor by the Purchasers in accordance with the terms of this Agreement and the Indenture, (iii) the Offered Securities will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued, executed and delivered and will constitute valid and be legally binding and valid obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and except as similar laws of general applicability relating to or affecting creditors’ rights and to indemnification general equity principles. The Offered Securities, when issued, authenticated and contribution may be limited by applicable lawdelivered, and (v) will be entitled conform in all material respects to the benefits of description thereof in the Indenture. No qualification of General Disclosure Package and the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered SecuritiesFinal Offering Circular.

Indenture; Offered Securities. On the Closing Date, the Indenture will have been duly authorized, executed and delivered by each of the Company and the Guarantor and will conform to the information in the General Disclosure Package and to the description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the parties thereto, the Indenture will constitute the valid and legally binding obligations of the CompanyCompany and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws of general applicability relating to or affecting the rights and remedies of creditors or by general equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes Offered Securities to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, have been duly authorized by the Company and the Guarantor for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the CompanyCompany and the Guarantor, enforceable against each of the Company and the Guarantor in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as rights to indemnification and contribution may be limited by applicable law, and (v) will be entitled to the benefits of the Indenture. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered Securities.

Indenture; Offered Securities. On The Base Indenture has been duly authorized by the Company and the Supplemental Indenture has been duly authorized by the Company and the Guarantors; the Offered Securities have been duly authorized by the Company; the Base Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; when the Offered Securities are authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing Date and when the Supplemental Indenture will have been duly executed and delivered by the Company and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company, and the Offered Securities will conform to the description of such Offered Securities in the General Disclosure Package and the Final Prospectus in all material respects; at the Closing Date, the Indenture will have conform to its description in the General Disclosure Package and the Final Prospectus in all material respects and, when authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Offered Securities will constitute valid and legally binding obligations of the Company and, assuming the Supplemental Indenture has been duly authorized, executed and delivered by the Company Trustee, the paying agent, registrar and transfer agent, the Supplemental Indenture will conform to the information in the General Disclosure Package and to the description of the Indenture contained in the Final Offering Memorandum. When have been duly executed and delivered by each of the parties thereto, the Indenture Company and will constitute the a valid and legally binding obligations obligation of the CompanyCompany and the Guarantors, in each case enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer or conveyance or other moratorium and similar laws of general applicability relating to or affecting the creditors’ rights and remedies of creditors or by to general equitable equity principles (collectivelyand, the “Enforceability Exceptions”) and except as rights to indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of this Agreement, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment case of the purchase price thereforOffered Securities, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as rights to indemnification and contribution may be limited by applicable law, and (v) will be entitled to the benefits of provided by the Indenture. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered Securities.

Indenture; Offered Securities. On Each of the Closing DateBase Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture will and the Seventh Supplemental Indenture has been duly authorized by each of the Issuers, as applicable, and the Seventh Supplemental Indenture has been duly executed and delivered by the Issuers; the Offered Securities have been duly authorized, executed and delivered by the Company Issuers, and will conform to the information in the General Disclosure Package and to the description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the parties thereto, the Indenture will constitute the constitutes a valid and legally binding obligations obligation of the Company, Issuers enforceable against the Company Issuers in accordance with its terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent transfer or conveyance or other moratorium and similar laws of general applicability relating to or affecting the creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of creditors or equity; and the Offered Securities, when authenticated by general equitable principles (collectively, the “Enforceability Exceptions”) Trustee in the manner provided in the Indenture and except as rights delivered to indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased paid for by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of accordance with this Agreement, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture, (iii) will have been duly executed by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued, executed and delivered and will constitute valid and legally binding obligations of the CompanyIssuers, enforceable against the Company Issuers in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and except as similar laws of general applicability relating to or affecting creditors’ rights to indemnification and contribution may be limited by applicable lawremedies generally, and (v) subject, as to enforceability, to general principles of equity, and the Offered Securities will be entitled to the benefits of provided by the Indenture. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of ; the Offered Securities contemplated hereby or and the Indenture conform as to legal matters in connection with any exempt resale all material respects to the descriptions thereof in the General Disclosure Package and the Final Offering Memorandum under the heading “Description of the Offered Securities.Notes” and “Summary—The Offering”;