Target and the Guarantors Sample Clauses

Target and the Guarantors. On the Closing Date, upon effectiveness of the Merger, Target (i) as the survivor of the Merger, will by operation of law assume the obligations of the Company pursuant to this Agreement, the Indenture, the Notes and the Registration Rights Agreement, (ii) will also expressly assume the Company’s obligations under this Agreement and the Registration Rights Agreement by executing the Joinder Agreement, (iii) will also expressly assume the Company’s obligations under the Indenture and the Notes by executing the Supplemental Indenture, (iv) will cause the Guarantors to become Guarantors and execute Guarantees and (v) will cause the Guarantors to become party to this Agreement and the Registration Rights Agreement by executing a Joinder Agreement. In the event of a breach of this Section 17, each of the Company, Target and the Guarantors agree that monetary damages would not be adequate compensation for any loss or damage incurred by such breach and hereby further agrees that, in the event of an action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Issuers and the Initial Purchasers in accordance with its terms. Very truly yours, LANGUAGE LINE, INC. By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BANC OF AMERICA SECURITIES LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxx Authorized Signatory For itself and as Representative of the other Initial Purchasers named in Schedule A hereto. SCHEDULE A Name of Initial Purchaser Principal Amount of Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 107,250,000 Banc of America Securities LLC $ 57,750,000 Total $ 165,000,000 SCHEDULE B LANGUAGE LINE, INC. $165,000,000 11-1/8% Senior Subordinated Notes due 2012
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Related to Target and the Guarantors

  • Agreements of the Company and the Guarantors The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers as follows:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Guarantors So long as any Registrable Notes remain outstanding, the Issuers shall cause each Person that becomes a guarantor of the Notes under the Indenture to execute and deliver a counterpart to this Agreement which subjects such Person to the provisions of this Agreement as a Guarantor. Each of the Guarantors agrees to join the Company in all of its undertakings hereunder to effect the Exchange Offer for the Exchange Notes and the filing of any Shelf Registration Statement required hereunder.

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • Covenants of the Company and the Guarantors The Company and the Guarantors covenant with each Initial Purchaser as follows:

  • Indemnification of the Company and the Guarantors Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists of the following information in the Preliminary Offering Memorandum and the Offering Memorandum: the information contained in the first and second sentences of the thirteenth paragraph and in the fifteenth paragraph, in each case under the caption “Plan of Distribution.”

  • Covenants of the Company and the Guarantor The Company and the Guarantor covenant with the Representative(s) and with each Underwriter participating in the offering of Underwritten Securities, as follows:

  • Consent of the Guarantors Each Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments, waivers and consents contemplated hereby) and the enforceability of the applicable Guaranty against the applicable Guarantor in accordance with its terms.

  • Indemnification by the Company and the Guarantors The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

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

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