Common use of Indenture; Offered Securities Clause in Contracts

Indenture; Offered Securities. The Indenture has been duly authorized by the Company, and, when duly executed and delivered by the Company, assuming due authorization, execution and delivery thereof by the Trustee, the Indenture will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. The Offered Securities will be in the form contemplated by the Indenture, and have been authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefore, the Offered Securities 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and will be entitled to the benefits provided by the Indenture.

Appears in 1 contract

Samples: Purchase Agreement (Gulfmark Offshore Inc)

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Indenture; Offered Securities. The Indenture has been duly authorized by the CompanyCompany and the Guarantors; the Offered Securities have been duly authorized by the Company and the Guarantors; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, and, when the Indenture will have been duly executed and delivered by the CompanyCompany and the Guarantors, assuming due authorizationsuch Offered Securities will have been duly executed, execution authenticated, issued and delivery delivered, such Offered Securities will conform to the description thereof by in the Trustee, General Disclosure Package and the Final Offering Circular and the Indenture and such Offered Securities will constitute a valid and legally binding agreement obligations of the CompanyCompany and the Guarantors, enforceable against the Company in accordance with its their terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. The Offered Securities will be in the form contemplated by the Indenture, and have been authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefore, the Offered Securities 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and will be entitled to the benefits and security provided by the Indenture.

Appears in 1 contract

Samples: Purchase Agreement (Kodiak Oil & Gas Corp)

Indenture; Offered Securities. The Indenture has been duly authorized by the Company and the Guarantors; the Offered Securities have been duly authorized by the Company; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, and, when the 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, assuming due authorization, execution will conform to the description of such Offered Securities in the General Disclosure Package and delivery thereof by the Trustee, Final Offering Circular in all material respects and the Indenture; the Indenture will conform to its description in the General Disclosure Package and the Final Offering Circular in all material respects; and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company and the Indenture will constitute a valid and legally binding agreement obligation of the CompanyGuarantors, 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 and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. The Offered Securities will be in the form contemplated by the Indenture, and have been authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefore, the Offered Securities 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and will be entitled to the benefits provided by the Indenture.

Appears in 1 contract

Samples: Underwriting Agreement (Chemours Co)

Indenture; Offered Securities. The Indenture has been duly authorized; the Offered Securities have been duly authorized by the Company, and, when duly executed the Offered Securities are delivered and delivered by paid for pursuant to this Agreement on the Company, assuming due authorization, execution and delivery thereof by the TrusteeClosing Date, the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered, will conform to the information in the General Disclosure Package and will conform to the description of such Offered Securities contained in the Final Offering Circular and the Indenture and such Offered Securities will constitute a valid and legally binding agreement obligations of the Company, enforceable against the Company in accordance with its their terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. The Offered Securities will be in the form contemplated by the Indenture, and have been authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefore, the Offered Securities 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles (collectively, the “Enforceability Exceptions”) and will be entitled to the benefits provided by the Indenture.

Appears in 1 contract

Samples: Purchase Agreement (GMX Resources Inc)

Indenture; Offered Securities. The Indenture has been duly authorized; the Offered Securities have been duly authorized by the CompanyCompany and the Guarantor; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, and, when the Indenture will have been duly executed and delivered by the CompanyCompany and the Guarantor, assuming due authorizationsuch Offered Securities will have been duly executed, execution authenticated, issued and delivery delivered, such Offered Securities will conform to the description thereof by in the Trustee, General Disclosure Package and the Final Offering Circular and the Indenture and such Offered Securities will constitute a valid and legally binding agreement obligations of the CompanyCompany and the Guarantor, enforceable against the Company in accordance with its their terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. The Offered Securities will be in the form contemplated by the Indenture, and have been authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefore, the Offered Securities 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and will be entitled to the benefits and security provided by the Indenture.

Appears in 1 contract

Samples: Purchase Agreement (Kodiak Oil & Gas Corp)

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Indenture; Offered Securities. The Indenture has been duly authorized by and has been duly qualified under the Company, Trust Indenture Act; the Offered Securities have been duly authorized and, when duly executed the Offered Securities are delivered and delivered by the Company, assuming due authorization, execution and delivery thereof by the Trusteepaid for pursuant to this Agreement on each Closing Date, the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture and such Offered Securities will constitute a valid and legally binding agreement obligations of the Company, enforceable against the Company in accordance with its their terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by and to general equity principles. The Offered Securities will be in the form contemplated by the Indenture, and have been authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefore, the Offered Securities 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and will be entitled to the benefits provided by the Indenture.

Appears in 1 contract

Samples: Underwriting Agreement (Synchronoss Technologies Inc)

Indenture; Offered Securities. The Indenture has and the Offered Securities have been duly authorized by authorized; and when the Company, and, when duly executed Offered Securities are delivered to and delivered by paid for pursuant to this Agreement on the Company, assuming due authorization, execution and delivery thereof by the TrusteeClosing Date, the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered, and will conform in all material respects to the description of such Offered Securities contained in the General Disclosure Package, the Final Offering Memorandum and the Indenture; and the Indenture and such Offered Securities will constitute a valid and legally binding agreement obligations of the CompanyIssuers, enforceable against the Company Issuers in accordance with its their terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. The Offered Securities will be in the form contemplated by the Indentureand remedies generally, and have been authorized for issuance subject, as to enforceability, to general principles of equity, and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefore, the Offered Securities 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and will be entitled to the benefits provided by the Indenture.

Appears in 1 contract

Samples: Purchase Agreement (Southern Natural Gas Co)

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