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 to this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities (as defined in the Base Indenture), to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.00% Senior Notes due 2021 in an aggregate principal amount of $250,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. 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 Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done...
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (herein called the “Securities”), and the Guarantee by each of the Subsidiary Guarantors of the Securities 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 to this Indenture. This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company has duly authorized the creation of an issue of its 12.50% Senior Secured Notes due 2007 (the "Securities") of substantially the tenor hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture. The Company, directly or indirectly, owns beneficially and of record 100% of the Capital Stock of the Subsidiary Guarantors; 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, the Subsidiary Guarantors have each duly authorized the execution and delivery of this Indenture to provide for the Guarantee by each of them with respect to the Securities as set forth in this Indenture. All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, to make the Guarantees of each of the Subsidiary Guarantors, when executed by the respective Subsidiary Guarantors and endorsed on the Securities, authenticated and delivered hereunder, the valid obligations of the respective Subsidiary Guarantors, and to make this Indenture a valid agreement of the Company and each of the Subsidiary Guarantors, in accordance with their and its terms, will have been done.
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. A. The Company has duly authorized the creation of an issue of 9% Senior Subordinated Notes Due 2012 (the "Transfer Restricted Notes") and the Company's 9% Senior Subordinated Notes due 2012 to be issued in exchange for the Transfer Restricted Notes pursuant to the terms of the Registration Rights Agreement (as defined below) (the "Exchange Notes" and, together with the Transfer Restricted Notes, the "Notes"), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors (as defined herein) have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time by the Company 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. All things necessary to make this Indenture a valid agreement of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company has duly authorized the execution and delivery of a supplemental indenture to this Indenture to provide for the assumption of the obligations under the Notes following the Select Medical Escrow Merger. At the Effective Time, all Domestic Subsidiaries of the Company, other than Existing Joint Venture Subsidiaries, will be Subsidiary Guarantors. Each Subsidiary Guarantor has (or, in the case of Subsidiary Guarantors acquired in the Xxxxxxx Acquisition, at the Effective Time will have) duly authorized the execution and delivery of a supplemental indenture to this Indenture to provide for its guarantee of the Notes, as provided in this Indenture. At the Effective Time, each Subsidiary Guarantor will have received good and valuable consideration for its execution and delivery of a supplemental indenture to this Indenture and its guarantee of the Notes. At the Effective Time, all things necessary to make the Original Notes the valid obligation of the Company, and to make this Indenture a valid agreement of each of the Company and each Subsidiary Guarantor as of the Effective Date, in accordance with the terms of the Original Notes and this Indenture, will have been done.
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 of (i) $400,000,000 in aggregate principal amount of a series of its 5.500% Senior Notes due 2025 issued on the date hereof (the “Original Dollar Notes”), (ii) €400,000,000 in aggregate principal amount of a series of its 4.500% Senior Notes due 2023 issued on the date hereof (the “Original Euro Notes” and, together with the Original Dollar Notes, the “Original Notes”), (iii) any additional 5.500% Senior Notes due 2025 of the Company (the “Additional Dollar Notes” and, together with the Original Dollar Notes, the “Dollar Notes”) that may be issued from time to time on any date subsequent to the Issue Date and (iv) any additional 4.500% Senior Notes due 2023 of the Company (the “Additional Euro Notes” and, together with the Original Euro Notes, the “Euro Notes” and, together with the Dollar Notes, the “Notes”) that may be issued from time to time on any date subsequent to the Issue Date. The Dollar Notes and the Euro Notes are each referred to herein as a “series.” Each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Note Guarantee (as defined herein). For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:
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 of the Notes. On the date hereof, all Domestic Subsidiaries of the Company, other than Existing Joint Venture Subsidiaries, are Subsidiary Guarantors. Each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its guarantee of the Notes, as provided in this Indenture. Each Subsidiary Guarantor has received good and valuable consideration for its execution and delivery of this Indenture and its guarantee of the Notes. All things necessary to make the Original Notes, when executed and delivered by the Company and authenticated and delivered by the Trustee hereunder and duly issued by the Company, the valid obligation of the Company, and to make this Indenture a valid agreement of each of the Company and each Subsidiary Guarantor as of the date hereof, in accordance with the terms of the Original Notes and this Indenture, have been done.
