The Guarantees. The Guarantees have been duly authorized by the Guarantor and, when the Securities 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 the Guarantor enforceable against the Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 5 contracts
Samples: Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/), Underwriting Agreement (Mobile Radio Dipsa)
The Guarantees. The Guarantees have been duly authorized by the Guarantor and, when Guarantors. When the Securities have been duly executedvalidly issued, authenticated, issued executed and authenticated in accordance with the terms of the Indenture and delivered against payment therefor as provided in this Agreement, the Indenture and paid for as provided herein, Guarantees will constitute valid and legally binding obligations of the Guarantor Guarantors, enforceable against the each Guarantor in accordance with their terms, subject to the Enforceability Exceptionsexcept as enforcement thereof may be limited by Creditors’ Rights, and will be in the form contemplated by, and entitled to the benefits of of, the Indenture.
Appears in 4 contracts
Samples: Purchase Agreement (Memorial Production Partners LP), Purchase Agreement (Memorial Resource Development Corp.), Purchase Agreement (Memorial Production Partners LP)
The Guarantees. The Guarantees have Each Guarantee has been duly and validly authorized by the Guarantor applicable Initial Guarantor, and, when the Securities Indenture is executed by each Guarantor, will 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 the Guarantor enforceable against the Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be a legal, valid and binding obligation of such Guarantor, entitled to the benefits of the Indenture, enforceable against such Guarantor in accordance with its terms, except as the enforceability hereof and thereof may be subject to Enforceability Exceptions.
Appears in 4 contracts
Samples: Purchase Agreement (Homefed Corp), Purchase Agreement (Homefed Corp), Purchase Agreement (Homefed Corp)
The Guarantees. The Guarantees have been duly authorized by the Guarantor and, when authorized. When the Securities have been duly executed, authenticated, issued and are delivered against payment therefor as provided in this Agreement, the Indenture and paid for as provided herein, Guarantees will constitute valid and legally binding obligations of the Guarantor Guarantors, enforceable against the each Guarantor in accordance with their terms, subject to the Enforceability Exceptionsexcept as enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity, and will be in the form contemplated by, and entitled to the benefits of of, the Indenture.
Appears in 3 contracts
Samples: Underwriting Agreement (Bonanza Creek Energy, Inc.), Underwriting Agreement (Bonanza Creek Energy, Inc.), Purchase Agreement (Bonanza Creek Energy, Inc.)
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor Guarantors and are in the form contemplated by, and entitled to the benefits of, the Indenture and, when the Securities have been duly executed, authenticated, issued and delivered as in the manner provided in the Indenture and paid delivered against payment of the purchase price for the Securities as provided hereinin this Agreement, will constitute valid and legally binding obligations of each of the Guarantor Guarantors, enforceable against each of the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 3 contracts
Samples: Underwriting Agreement (Domtar CORP), Underwriting Agreement (Domtar CORP), Underwriting Agreement (Domtar CORP)
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor Subsidiary Guarantors and, when the Securities have been 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 each of the Guarantor Subsidiary Guarantors enforceable against each of the Guarantor Subsidiary Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Cimarex Energy Co), Underwriting Agreement (Cimarex Energy Co)
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor Guarantors and are in the form contemplated by, and entitled to the benefits of, the Indenture and, when the Securities have been duly executed, authenticated, issued and delivered as in the manner provided in the Indenture and paid delivered against payment of the purchase price for the Securities as provided hereinin this Agreement, will constitute valid and legally binding obligations of each of the Guarantor Guarantors, enforceable against each of the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Central Garden & Pet Co), Underwriting Agreement (Central Garden & Pet Co)
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor Subsidiary Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will constitute be valid and legally binding obligations of each of the Guarantor Subsidiary Guarantors enforceable against each of the Guarantor Subsidiary Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Cimarex Energy Co), Underwriting Agreement (Columbus Energy Corp)
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor Subsidiary Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will constitute be valid and legally binding obligations of each of the Guarantor Subsidiary Guarantors, enforceable against each of the Guarantor Subsidiary Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Reliance Steel & Aluminum Co), Underwriting Agreement (Precision Flamecutting & Steel, Inc.)
The Guarantees. The Guarantees have been duly authorized by the each Guarantor and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and when the Notes have been paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the each Guarantor enforceable against the each such Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Jarden Corp), Underwriting Agreement (Jarden Corp)
The Guarantees. The Guarantees have Guarantee by each Guarantor pursuant to the terms of the Indenture has been duly authorized by the Guarantor and, when the Securities Notes have been duly executed, authenticated, issued and delivered as authenticated in the manner provided for in the Indenture and paid for as provided hereindelivered against payment of the purchase price therefor, will constitute be a valid and legally binding obligations obligation of the Guarantor such Guarantor, enforceable against the such Guarantor in accordance with their its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and will be entitled to the benefits general principles of the Indentureequity.
Appears in 2 contracts
Samples: Purchase Agreement (Steel Dynamics Inc), Purchase Agreement (Steel Dynamics Inc)
The Guarantees. The Guarantees have Each Guarantee has been duly authorized for issuance by each of the Guarantor Guarantors and, when such Guarantee has been duly executed and delivered and the Securities have been duly executedvalidly issued, authenticated, issued executed and delivered as provided authenticated in accordance with the terms of the Indenture and paid for as provided herein, such Guarantee will constitute a valid and legally binding obligations obligation of the Guarantor Guarantors enforceable against the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Penn Virginia Corp), Underwriting Agreement (Penn Virginia Corp)
The Guarantees. The Each of the Guarantees have has been duly authorized by the applicable Guarantor and, when the Securities Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided hereinpursuant to this Agreement, will constitute valid and legally binding obligations of the applicable Guarantor enforceable against the such Guarantor in accordance with their its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of provided by the Indenture.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Teekay Corp)
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor Guarantors and are in the form contemplated by, and entitled to the benefits of, the Indenture and, when the Securities have been duly executed, authenticated, issued and delivered as in the manner provided in the Indenture and paid delivered against payment of the purchase price for the Securities as provided hereinin this Agreement, will constitute valid and legally binding obligations of each of the Guarantor Guarantors, enforceable against each of the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 2 contracts
Samples: Underwriting Agreement (Central Garden & Pet Co), Underwriting Agreement (Domtar CORP)
The Guarantees. The Guarantees have been duly authorized for issuance by the Guarantor Guarantors and, when the Securities have Indenture has been duly executed, authenticated, issued executed and delivered as provided in by the Company, the Guarantors and the Indenture Trustee and paid for as provided hereinthe Notes are duly issued, authenticated and delivered in accordance with this Agreement, will constitute be the valid and legally binding obligations obligation of the Guarantor Guarantors, enforceable against the Guarantor in accordance with their terms, subject to the Enforceability Exceptions, Guarantors and will be entitled to the benefits of the Indenture, except for the Enforceability Exceptions.
Appears in 2 contracts
Samples: Underwriting Agreement (Omnicare Inc), Underwriting Agreement (Omnicare Inc)
The Guarantees. The Guarantees have been duly authorized by the Guarantor Guarantors and, when the Securities Indenture has been duly executed and delivered by the Guarantors, and the Notes have been duly executed, authenticated, issued and delivered as provided for in the Indenture and paid for as provided herein, will constitute valid and legally binding obligations of the Guarantor Guarantors enforceable against the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 1 contract
Samples: Underwriting Agreement (Pentair Inc)
The Guarantees. The Guarantees have Each Guarantee has been duly authorized for issuance by each of the Guarantor Guarantors and, when the Securities have been duly executedvalidly issued, authenticated, issued executed and delivered as provided authenticated in accordance with the terms of the Indenture and paid for as provided herein, such Guarantee will constitute a valid and legally binding obligations obligation of the Guarantor Guarantors enforceable against the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 1 contract
The Guarantees. The Guarantees have been duly authorized for issuance by the Guarantor Guarantors and, when the Securities have been Notes are duly executedissued, authenticated, issued authenticated and delivered as provided in pursuant to the provisions of the Indenture and paid for as provided hereinin accordance with this Agreement, will constitute be the valid and legally binding obligations obligation of the Guarantor Guarantors, enforceable against the Guarantor in accordance with their terms, subject to the Enforceability Exceptions, Guarantors and will be entitled to the benefits of the Indenture, except for the Enforceability Exceptions.
Appears in 1 contract
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor Guarantors and are in the form contemplated by, and entitled to the benefits of, the Indenture and, when the Securities have been are duly executed, authenticated, issued and delivered as in the manner provided in the Indenture and paid delivered against payment of the purchase price for the Securities as provided hereinin this Agreement, the Guarantees will constitute valid and legally binding obligations of each of the Guarantor Guarantors, enforceable against each of the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 1 contract
The Guarantees. The Guarantees have Guarantee of each Guarantor has been duly authorized for issuance by the Guarantor applicable Guarantor; and, when the Securities Indenture has been duly executed and delivered and the Notes have been duly executedvalidly issued, authenticated, issued executed and delivered as provided authenticated in accordance with the terms of the Indenture and paid for as provided herein, such Guarantee will constitute a valid and legally binding obligations obligation of the Guarantor Guarantors enforceable against the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 1 contract
The Guarantees. The Guarantees have been duly authorized for issuance by the Guarantor Guarantors and, when the Securities Supplemental Indentures have been duly executed, authenticated, issued executed and delivered as provided by the Company, the Guarantors and the Trustee and the Notes have been duly issued, authenticated and delivered against payment of the consideration therefor pursuant to the provisions of the Indentures in the Indenture and paid for as provided hereinaccordance with this Agreement, will constitute be the valid and legally binding obligations of the Guarantor Guarantors, enforceable against the Guarantor in accordance with their terms, subject to the Enforceability Exceptions, Guarantors and will be entitled to the benefits of the IndentureIndentures, except for the Enforceability Exceptions.
Appears in 1 contract
The Guarantees. The Guarantees have been duly authorized by the Guarantor andGuarantors, when and upon the due execution, authentication and delivery of the Securities have been duly executed, authenticated, issued and delivered as provided in accordance with the Indenture and paid for as provided hereinthe issuance of the Securities in the sale to the Initial Purchasers contemplated by this Agreement, will constitute valid and legally binding obligations of the Guarantor Guarantors, enforceable against each of the Guarantor Guarantors in accordance with their terms, subject to except as enforcement thereof may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of of, the Indenture.
Appears in 1 contract
Samples: Purchase Agreement (American Midstream Partners, LP)
The Guarantees. The Guarantees have been duly authorized by each of the Guarantor and, when Guarantors. When the Securities have been duly executed, authenticated, issued and are delivered against payment therefor as provided in this Agreement, the Indenture and paid for as provided herein, Guarantees will constitute valid and legally binding obligations of the Guarantor Guarantors, enforceable against each of the Guarantor Guarantors in accordance with their terms, subject to the Enforceability Exceptionsexcept as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity, and will be in the form contemplated by, and entitled to the benefits of of, the Indenture.
Appears in 1 contract
The Guarantees. The Guarantees have been duly authorized by the Guarantor and, when the Securities 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 the Guarantor enforceable against the Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Appears in 1 contract