Notes and Exchange Notes Sample Clauses

Notes and Exchange Notes. The Notes, Exchange Notes and Private Exchange Notes have each been duly and validly authorized by each of the Issuers, as applicable, and, in the case of the Stage I Notes, when issued and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement and the Stage I Indenture, and in the case of the Stage II Notes, when issued and delivered in accordance with the Stage II Indenture, will have been duly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the respective Issuer thereof, entitled to the benefit of the Stage I Indenture and the Stage I Collateral Agreements or the Stage II Indenture and the Stage II Collateral Agreements, as the case may be, and the Registration Rights Agreement, and enforceable against the respective Issuer thereof in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. When executed and delivered, the Notes will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum and will be in the form contemplated by the applicable Indenture.

Notes and Exchange Notes. The Company hereby agrees to extend the benefits of this Agreement to any Exchange Holder of Notes and any such Exchange Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

Notes and Exchange Notes. The Notes to be purchased by the ------------------------ Purchasers from the Issuer are in the form contemplated by this Agreement, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Issuer at the Closing Time as provided herein, will have been duly executed, issued and delivered by the Issuer, and will constitute valid and legally binding obligations of the Issuer, enforceable against it in accordance with their terms, subject to the Enforceability Exceptions. If and when the Exchange Notes are issued pursuant to the Exchange and Registration Rights Agreement and this Agreement in accordance with the terms thereof and hereof, the Exchange Notes will have been duly authorized for issuance by the Issuer, will have been duly executed, issued and delivered by the Issuer, and will constitute valid and legally binding obligations of the Issuer, enforceable against it in accordance with their terms, subject to the Enforceability Exceptions.

Notes and Exchange Notes. The Notes, Exchange Notes and Private Exchange Notes have each been duly and validly authorized by Kratos and, in the case of the Notes, when issued and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement and the Indenture, will have been duly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of Kratos, entitled to the benefit of the Indenture, the Collateral Agreements and the Registration Rights Agreement, and enforceable against Kratos in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. When executed and delivered, the Notes, the Exchange Notes and the Private Exchange Notes will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum and will be in the form contemplated by the Indenture.