Notes and Guarantees Sample Clauses

Notes and Guarantees. Except as specifically modified herein, the Indenture, the Notes and the Guarantees are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Notes and Guarantees. The Notes to be purchased by each Purchaser from the Company 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 Company at the Closing Time as provided herein, will have been duly executed, issued and delivered by the Company, and will constitute valid and legally binding obligations of the Company, enforceable against it in accordance with their terms, subject to the Enforceability Exceptions. The Holdings Guarantee is in the form contemplated by this Agreement, has been duly authorized for execution and delivery pursuant to this Agreement by Holdings and, when delivered by Holdings at the Closing Time as provided for herein, will have been duly executed and delivered and will constitute a valid and legally binding obligation of Holdings, enforceable against Holdings in accordance with its terms, subject to the Enforceability Exceptions.

Notes and Guarantees. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Guarantors agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the prices set forth in Schedule C-1, the aggregate principal amount of Notes (including the Guarantees attached thereto) set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Notes (including the Guarantees attached thereto) which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

Notes and Guarantees. The Notes to be purchased by the Purchaser from the Issuer have been duly authorized by the Issuer, and the Guarantees thereof by Revel AC have been duly authorized by Revel AC and, on the Closing Date the Guarantees thereof by the Acquired Guarantors will have been duly authorized by the Acquired Guarantors. When the Indenture has been duly executed by the Issuer and the Guarantors, and the Notes and the Guarantees have been duly executed, authenticated, issued and delivered by the Issuer and the Guarantors as provided in the Indenture (assuming due authentication of the Notes by the Trustee), and the Purchase Price has been paid as provided in this Securities Purchase Agreement, on the Closing Date, the Notes will constitute valid and binding obligations of the Issuer, and the Guarantees will constitute valid and binding obligations of the Guarantors, each entitled to the benefits of the Indenture and the Collateral Agreements, and enforceable against the Issuer and the Guarantors, respectively, in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions.

Notes and Guarantees. The Notes have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

Notes and Guarantees. Each of the Company and the Guarantors has all requisite corporate, limited liability company or partnership power and authority to enter into the Notes and the Guarantees, as applicable. The Notes have been duly authorized by the Company and the Guarantees have been duly authorized by each of the Guarantors, and when duly executed by the Company and each of the Guarantors, as applicable, and the Notes are authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to, and paid for, by the Initial Purchasers in accordance with the terms of this Agreement, the Notes and the Guarantees will constitute legal, valid, binding and enforceable obligations of the Company and each of the Guarantors, respectively, entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, preference or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).