Capitalized Terms Clause Example with 121 Variations from Business Contracts
This page contains Capitalized Terms clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will hav...e any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby.View More
Variations of a "Capitalized Terms" Clause from Business Contracts
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement AGREEMENT TO GUARANTEE. The New Subsidiary Guarantor hereby agrees, jointly and severally, with all other Subsidiary Guarantors, to Guarantee. The Guaranteeing Subsidiaries hereby agree fully and unconditionally Guarantee to provide an unconditional Guarantee on each Holder and to the terms Trustee the Obligations, to the extent set forth in Article Sixteen of the Indenture and... subject to the conditions provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in the Note Guarantee and in Article Sixteen of the Indenture including but not limited and reference is hereby made to such Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder for the precise terms of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, Subsidiary Guarantees.3. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK.5. Counterparts. YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE. 1 4. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this This Supplemental Indenture and of signature pages by facsimile or PDF transmission may be executed in multiple counterparts which, when taken together, shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect of Headings. one instrument.5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The hereof.8. THE TRUSTEE. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency by reason of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture for all purposes, with the same force and every Holder shall be bound hereby. effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. [Remainder of Page Intentionally Left Blank. Signature Page Follows.] View More
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement AGREEMENT TO GUARANTEE. The New Subsidiary Guarantors hereby agree, jointly and severally, with all other Subsidiary Guarantors, to Guarantee. The Guaranteeing Subsidiaries hereby agree fully and unconditionally Guarantee to provide an unconditional Guarantee on each Holder and to the terms Trustee the Obligations, to the extent set forth in Article Sixteen of the Indenture and... subject to the conditions provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in the Note Guarantee and in Article Sixteen of the Indenture including but not limited and reference is hereby made to such Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder for the precise terms of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, Subsidiary Guarantees.3. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK.5. Counterparts. YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.4. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this This Supplemental Indenture and of signature pages by facsimile or PDF transmission may be executed in multiple counterparts which, when taken together, shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect of Headings. one instrument.5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The hereof.8. THE TRUSTEE. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency by reason of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture for all purposes, with the same force and every Holder shall be bound hereby. effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. [Remainder of Page Intentionally Left Blank. Signature Page Follows.] View More
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned ascribed to them in the Indenture.2. Indenture. Section 2. Relation to Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 1Section 3. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective immediately upon its... execution and delivery by each of the Company, the Additional Guarantors, the Guarantors and the Trustee. Section 4. Agreement to Guarantee. The Guaranteeing Subsidiaries In accordance with Section 10.03 of the Indenture, each of Transocean Holdings 1, Transocean Holdings 2 and Transocean Holdings 3, as successor to Transocean Mid Holdings 1, Transocean Mid Holdings 2 and Transocean Mid Holdings 3, respectively, hereby agree expressly assumes such Subsidiary Guarantor's obligations under its Guarantee. Further, each Successor Subsidiary Guarantor and Additional Guarantor hereby agrees to, and by its execution of this Supplemental Indenture hereby does, become a party to provide an unconditional Guarantee on the terms Indenture as a Subsidiary Guarantor and as such shall have all of the rights and is bound by the provisions of the Indenture applicable to Subsidiary Guarantors to the extent provided for and subject to the limitations therein, including Article 10 thereof. Each Successor Subsidiary Guarantor and Additional Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Bonds when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture with respect to the Bonds and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture with respect to the Bonds. Section 5. Ratification of Obligations. Except as specifically modified herein, the Indenture and the Bonds are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms. Section 6. The Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Note Guarantee Indenture with the same force and in effect as if those terms and conditions were repeated at length herein and made applicable to the Indenture including but not limited Trustee with respect hereto. The Trustee makes no representation as to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator the validity or stockholder sufficiency of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. GOVERNING LAW. this Supplemental Indenture. Section 7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.5. YORK. Section 8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them such executed copies together shall represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures Signature of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect purposes. The use of Headings. The Section headings herein are electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect shall be of the recitals contained herein, all same legal effect, validity and enforceability as a manually executed signature or use of which recitals are made solely a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Guaranteeing Subsidiaries Federal Electronic Signatures in Global and National Commerce Act, the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Indenture is in all respects ratified and confirmed and all Uniform Electronic Transactions Act or the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby. Uniform Commercial Code. View More
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. The Indenture.2. AGREEMENT TO GUARANTEE. Each of the Guaranteeing Subsidiaries hereby agree agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. thereof.3. NO RECOURSE AGAINST OTHERS. No director, ...manager, officer, employee, incorporator stockholder, member, general or stockholder limited partner or incorporator, past, present or future, of the Company Guarantors, as such or any Guarantor, as such, will in such capacity, shall have any personal liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or Guarantees by reason of, of his, her or its status as such obligations director, manager, officer, employee, stockholder, member, general or their creation. limited partner or incorporator. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, Note Guarantees.4. NEW YORK LAW TO GOVERN. THE LAWS INTERNAL LAW OF THE STATE OF NEW YORK.5. Counterparts. YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect of Headings. agreement.6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby. hereof.7. THE TRUSTEE. View More
Capitalized Terms. Capitalized terms Terms used herein without definition and not defined herein shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. applicable Indenture. ARTICLE TWO Section 2.01. EFFECTIVENESS OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall become effective as of the date hereof upon its execution by the Successor Entity and the Trustee. Section 2.02. ASSUMPTION OF OBLIGATIONS. The Guaranteeing Subsidiaries Successor Entity hereby agree to provide an ...unconditional Guarantee on expressly assumes the terms obligations of ETO under each applicable Indenture and subject each series of Notes. Section 2.03. NOTICES. All notices or other communications to the conditions set forth Successor Entity shall be given as provided in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder Indentures addressed as follows: Energy Transfer LP 8111 Westchester Drive, Suite 600 Dallas, Texas 75225 Attn: Ashton Hayse ARTICLE THREE Section 3.01. RATIFICATION OF THE INDENTURES; SUPPLEMENTAL INDENTURE. Each of the Company or any Guarantor, as such, will have any liability Indentures is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Successor Entity and the Trustee, this Supplemental Indenture shall form a part of each applicable Indenture for any obligations of all purposes, and the Company or Successor Entity, the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Trustee and every Holder of each series of Notes of heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the applicable Indenture, whether within the indenture or in any series by accepting notice, certificate or other instrument or document, shall be deemed to include a Note waives and releases all such liability. The waiver and release are part of reference to this Supplemental Indenture (whether or not made), unless the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. context shall require otherwise. 2 Section 3.02. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL WILL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK.5. Counterparts. YORK. Section 3.03. THE TRUSTEE. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which are made by the Successor Entity and the Trustee assumes no responsibility for their correctness. Section 3.04. SUCCESSORS. All covenants and agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns. All covenants and agreements of the Successor Entity in this Supplemental Indenture shall bind its successors and assigns. Section 3.05. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF electronic format (i.e. "pdf" or "tif") transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF electronic format (i.e. "pdf" or "tif") shall be deemed to be their original signatures for all purposes.6. Effect of Headings. purposes. Section 3.06. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee hereof. Section 3.07. SEVERABILITY. If any provision in this Supplemental Indenture shall not be responsible in any manner whatsoever for invalid, illegal or in respect unenforceable, the validity, legality or enforceability of the validity or sufficiency remaining provisions of this Supplemental Indenture or for the applicable Indenture shall not in any way be affected or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. impaired thereby. This Supplemental Indenture shall form a is subject to the provisions of the Trust Indenture Act that are required to be part of the applicable Indenture for all purposes, and every Holder shall, to the extent applicable, be governed by such provisions. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall be bound hereby. control. View More
Capitalized Terms. Capitalized terms Terms used herein without definition and not defined herein shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. applicable Indenture. ARTICLE TWO Section 2.01. EFFECTIVENESS OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall become effective as of the date hereof upon its execution by the Successor Entity and the Trustee. Section 2.02. ASSUMPTION OF OBLIGATIONS. The Guaranteeing Subsidiaries Successor Entity hereby agree to provide an ...unconditional Guarantee on expressly assumes the terms obligations of ETO under each applicable Indenture and subject each series of Notes. Section 2.03. NOTICES. All notices or other communications to the conditions set forth Successor Entity shall be given as provided in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder Indentures addressed as follows: Energy Transfer LP 8111 Westchester Drive, Suite 600 Dallas, Texas 75225 Attn: Ashton Hayse ARTICLE THREE Section 3.01. RATIFICATION OF THE INDENTURES; SUPPLEMENTAL INDENTURE. Each of the Company or any Guarantor, as such, will have any liability Indentures is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Successor Entity and the Trustee, this Supplemental Indenture shall form a part of each applicable Indenture for any obligations of all purposes, and the Company or Successor Entity, 2 the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Trustee and every Holder of each series of Notes of heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the applicable Indenture, whether within the indenture or in any series by accepting notice, certificate or other instrument or document, shall be deemed to include a Note waives and releases all such liability. The waiver and release are part of reference to this Supplemental Indenture (whether or not made), unless the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. context shall require otherwise. Section 3.02. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL WILL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK.5. Counterparts. YORK. Section 3.03. THE TRUSTEE. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which are made by the Successor Entity and the Trustee assumes no responsibility for their correctness. Section 3.04. SUCCESSORS. All covenants and agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns. All covenants and agreements of the Successor Entity in this Supplemental Indenture shall bind its successors and assigns. Section 3.05. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF electronic format (i.e. "pdf" or "tif") transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF electronic format (i.e. "pdf" or "tif") shall be deemed to be their original signatures for all purposes.6. Effect of Headings. purposes. Section 3.06. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee hereof. Section 3.07. SEVERABILITY. If any provision in this Supplemental Indenture shall not be responsible in any manner whatsoever for invalid, illegal or in respect unenforceable, the validity, legality or enforceability of the validity or sufficiency remaining provisions of this Supplemental Indenture or for the applicable Indenture shall not in any way be affected or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. impaired thereby. This Supplemental Indenture shall form a is subject to the provisions of the Trust Indenture Act that are required to be part of the applicable Indenture for all purposes, and every Holder shall, to the extent applicable, be governed by such provisions. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall be bound hereby. control. View More
Capitalized Terms. Capitalized terms Terms used herein without definition and not defined herein shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. applicable Indenture. ARTICLE TWO Section 2.01. EFFECTIVENESS OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall become effective as of the date hereof upon its execution by the Successor Entity and the Trustee. Section 2.02. ASSUMPTION OF OBLIGATIONS. The Guaranteeing Subsidiaries Successor Entity hereby agree to provide an ...unconditional Guarantee on expressly assumes the terms obligations of ETO under each applicable Indenture and subject each series of Notes. Section 2.03. NOTICES. All notices or other communications to the conditions set forth Successor Entity shall be given as provided in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder Indentures addressed as follows: Energy Transfer LP 8111 Westchester Drive, Suite 600 Dallas, Texas 75225 Attn: Ashton Hayse 2 ARTICLE THREE Section 3.01. RATIFICATION OF THE INDENTURES; SUPPLEMENTAL INDENTURE. Each of the Company or any Guarantor, as such, will have any liability Indentures is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Successor Entity and the Trustee, this Supplemental Indenture shall form a part of each applicable Indenture for any obligations of all purposes, and the Company or Successor Entity, the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Trustee and every Holder of each series of Notes of heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the applicable Indenture, whether within the indenture or in any series by accepting notice, certificate or other instrument or document, shall be deemed to include a Note waives and releases all such liability. The waiver and release are part of reference to this Supplemental Indenture (whether or not made), unless the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. context shall require otherwise. Section 3.02. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL WILL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK.5. Counterparts. YORK. Section 3.03. THE TRUSTEE. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which are made by the Successor Entity and the Trustee assumes no responsibility for their correctness. Section 3.04. SUCCESSORS. All covenants and agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns. All covenants and agreements of the Successor Entity in this Supplemental Indenture shall bind its successors and assigns. Section 3.05. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF electronic format (i.e. "pdf" or "tif") transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF electronic format (i.e. "pdf" or "tif") shall be deemed to be their original signatures for all purposes.6. Effect of Headings. purposes. Section 3.06. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee hereof. Section 3.07. SEVERABILITY. If any provision in this Supplemental Indenture shall not be responsible in any manner whatsoever for invalid, illegal or in respect unenforceable, the validity, legality or enforceability of the validity or sufficiency remaining provisions of this Supplemental Indenture or for the applicable Indenture shall not in any way be affected or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. impaired thereby. This Supplemental Indenture shall form a is subject to the provisions of the Trust Indenture Act that are required to be part of the applicable Indenture for all purposes, and every Holder shall, to the extent applicable, be governed by such provisions. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall be bound hereby. control. View More
Capitalized Terms. Capitalized terms Terms used herein without definition and not defined herein shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. applicable Indenture. ARTICLE TWO Section 2.01. EFFECTIVENESS OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall become effective as of the date hereof upon its execution by the Successor Entity, Regency Finance and the Trustee. Section 2.02. ASSUMPTION OF OBLIGATIONS. The Guaranteeing Subsidiaries Successor Entity hereby agr...ee to provide an unconditional Guarantee on expressly assumes the terms obligations of ETO under each of the Indentures and subject the Notes. Section 2.04. NOTICES. All notices or other communications to the conditions set forth Successor Entity shall be given as provided in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder each of the Company or any Guarantor, Indentures addressed as such, will have any liability for any obligations follows: Energy Transfer LP 8111 Westchester Drive, Suite 600 Dallas, Texas 75225 Attn: Ashton Hayse 2 ARTICLE THREE Section 3.01. RATIFICATION OF EACH INDENTURE; SUPPLEMENTAL INDENTURE. Each of the Company Indentures is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Successor Entity, Regency Finance and the Trustee, this Supplemental Indenture shall form a part of each of the Indentures for all purposes, and the Successor Entity, Regency Finance, the Trustee and every Holder of each series of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the 2020 Notes Indenture, the 2022 5.875% Notes Indenture or the Guarantors under 2022 5.00% Notes Indenture, whether within such indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. context shall require otherwise. Section 3.02. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL WILL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK.5. Counterparts. YORK. Section 3.03. THE TRUSTEE. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which are made by the Successor Entity, Regency Finance and the Trustee assumes no responsibility for their correctness. Section 3.04. SUCCESSORS. All covenants and agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns. All covenants and agreements of the Successor Entity in this Supplemental Indenture shall bind its successors and assigns. Section 3.05. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF electronic format (i.e. "pdf" or "tif") transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF electronic format (i.e. "pdf" or "tif") shall be deemed to be their original signatures for all purposes.6. Effect of Headings. purposes. Section 3.06. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee hereof. Section 3.07. SEVERABILITY. If any provision in this Supplemental Indenture shall not be responsible in any manner whatsoever for invalid, illegal or in respect unenforceable, the validity, legality or enforceability of the validity or sufficiency remaining provisions of this Supplemental Indenture or for or in respect any of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is Indentures shall not in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. any way be affected or impaired thereby. This Supplemental Indenture shall form a is subject to the provisions of the Trust Indenture Act that are required to be part of each of the Indentures and shall, to the extent applicable, be governed by such provisions. If any provision of this Supplemental Indenture for all purposes, and every Holder limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall be bound hereby. control. View More
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned ascribed to them in the Indenture.2. Indenture. Section 2. Relation to Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 1Section 3. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective immediately upon its... execution and delivery by each of the Company, the Additional Guarantors, the Guarantors and the Trustee. Section 4. Agreement to Guarantee. The Guaranteeing Subsidiaries In accordance with Section 11.03 of the Indenture, each of Transocean Holdings 1, Transocean Holdings 2 and Transocean Holdings 3, as successor to Transocean Mid Holdings 1, Transocean Mid Holdings 2 and Transocean Mid Holdings 3, respectively, hereby agree expressly assumes such Subsidiary Guarantor's obligations under its Securities Guarantee. Further, each Successor Subsidiary Guarantor and Additional Guarantor hereby agrees to, and by its execution of this Supplemental Indenture hereby does, become a party to provide an unconditional Guarantee on the terms Indenture as a Subsidiary Guarantor and as such shall have all of the rights and is bound by the provisions of the Indenture applicable to Subsidiary Guarantors to the extent provided for and subject to the limitations therein, including Article 11 thereof. Each Successor Subsidiary Guarantor and Additional Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture with respect to the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture with respect to the Securities. Section 5. Ratification of Obligations. Except as specifically modified herein, the Indenture and the Securities are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms. Section 6. The Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Note Guarantee Indenture with the same force and in effect as if those terms and conditions were repeated at length herein and made applicable to the Indenture including but not limited Trustee with respect hereto. The Trustee makes no representation as to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator the validity or stockholder sufficiency of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. GOVERNING LAW. this Supplemental Indenture. Section 7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.5. YORK. Section 8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them such executed copies together shall represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures Signature of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect purposes. The use of Headings. The Section headings herein are electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect shall be of the recitals contained herein, all same legal effect, validity and enforceability as a manually executed signature or use of which recitals are made solely a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Guaranteeing Subsidiaries Federal Electronic Signatures in Global and National Commerce Act, the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Indenture is in all respects ratified and confirmed and all Uniform Electronic Transactions Act or the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby. Uniform Commercial Code. View More
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement Guarantor. Each Guaranteeing Subsidiary hereby agrees to Guarantee. The Guaranteeing Subsidiaries hereby agree be a Guarantor under the Indenture and to provide an unconditional Guarantee on be bound by the terms and subject to the conditions set forth in the Note Guarantee and in of the Indenture applicable to Guarantors, including but not limited to Article 10 X thereof.3. No... Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of any series. The waiver may not be effective to waive liabilities under the federal securities laws.4. GOVERNING LAW. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.5. YORK.4. Waiver of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARIES AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.5. Counterparts. The parties This Supplemental Indenture may sign any number of copies of this Supplemental Indenture. Each signed copy be executed in two or more counterparts, which when so executed shall be an original, but all of them together represent constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile facsimile, PDF or PDF other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile facsimile, PDF or PDF other electronic shall be deemed to be their original signatures for all purposes.6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby. purposes. View More
