The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or by general equitable principles regardless of whether enforcement is sought in law or equity (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 6 contracts
Samples: Purchase Agreement (Chaparral Energy, Inc.), Purchase Agreement (Chaparral Energy, Inc.), Purchase Agreement (Entertainment Properties Trust)
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles regardless of (whether enforcement is sought considered in law a proceeding in equity or equity law) relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 6 contracts
Samples: Purchase Agreement, Purchase Agreement (Budget Truck Rental LLC), Purchase Agreement (Avis Budget Group, Inc.)
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles regardless of whether enforcement is sought in law or equity relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Lender Processing Services, Inc.), Purchase Agreement (Lender Processing Services, Inc.)
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally or by general equitable principles regardless of (whether enforcement is sought considered in law a proceeding in equity or equity law) relating to enforceability (collectively, the “"Enforceability Exceptions”"); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”"), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder, except as described in the Time of Sale Information and the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.)
The Indenture. The Indenture has been duly authorized by the Company and each of the Subsidiary Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Subsidiary Guarantors enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally or by general equitable principles regardless of relating to enforceability (whether enforcement is sought considered a proceeding in law equity or equity at law) (collectively, the “"Enforceability Exceptions”"); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”"), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 2 contracts
Samples: Purchase Agreement (Land O Lakes Inc), Purchase Agreement (Land O Lakes Inc)
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or transfer or similar laws now or hereafter in effect relating to or affecting creditors’ ' rights generally or by and general equitable principles of equity (regardless of whether enforcement is sought considered in law a proceeding in equity or equity at law) (collectively, the “"Enforceability Exceptions”"); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”"), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
Samples: Purchase Agreement (Cornell Corrections of Rhode Island, Inc.)
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or and similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles regardless of whether enforcement is sought in law or equity relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
Samples: Purchase Agreement (Aventine Renewable Energy Holdings Inc)
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles regardless of whether enforcement is sought in law or equity relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
Samples: Purchase Agreement (Deluxe Corp)
The Indenture. The Indenture has been duly authorized by each of the Company Issuers and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of each of the Company Issuers and each of the Guarantors enforceable against each of the Company Issuers and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles relating to enforceability regardless of whether enforcement is sought considered in a proceeding in equity or at law or equity (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles regardless of (whether enforcement is sought considered in law a proceeding in equity or equity law) relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder, except as described in the Time of Sale Information and the Offering Memorandum.
Appears in 1 contract
The Indenture. The Indenture has been duly authorized by the Company and each of the Subsidiary Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Subsidiary Guarantors enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles relating to enforceability (regardless of whether enforcement is sought considered in law a proceeding in equity or equity at law) (collectively, the “Enforceability Exceptions”); ) and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
The Indenture. The Each of the Base Indenture and the Supplemental Indenture has been duly authorized by the Company and each of on the Guarantors Closing Date will be duly executed and delivered by the Company and, when duly authorized, executed and delivered in accordance with its terms by each of the parties theretoTrustee, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvencyreorganization, insolvency (including, without limitation, all laws relating to fraudulent transfer, reorganizationtransfers), moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or by general equitable principles regardless relating to enforceability, including principles of whether enforcement is sought in law or equity commercial reasonableness, good faith and fair dealing (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Cadence Design Systems Inc)
The Indenture. The Indenture has been duly authorized by the Company Issuer and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company Issuer and each of the Guarantors Guarantors, enforceable against the Company Issuer and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles regardless of (whether enforcement is sought considered in law a proceeding in equity or equity law) relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
The Indenture. The Indenture has been duly authorized by the Company Issuers and each of the Guarantors and, when and has been duly executed and delivered in accordance with its terms by the Issuers and each of the parties thereto, will constitute Guarantors and constitutes a valid and legally binding agreement of the Company Issuers and each of the Guarantors enforceable against the Company Issuers and each of the Guarantors in accordance with its terms, except as enforceability may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws now (whether considered in a proceeding at law or hereafter in effect relating to or equity) affecting the enforcement of creditors’ rights generally or by general equitable principles regardless relating to enforceability and (B) by public policy and an implied covenant of whether enforcement is sought in law or equity good faith and fair dealing (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform conforms in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract
The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable Guarantorsenforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or by general equitable principles regardless of whether enforcement is sought in law or equity (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
Appears in 1 contract