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 to Guarantee. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries New Subsidiary Guarantor hereby agree agrees to provide an unconditional Securities 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 Fourteen thereof.3. EXECUTION AND DELIVERY. The Subsidiary Guarantee of the New Su...bsidiary Guarantor shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.4. NO RECOURSE AGAINST OTHERS. No Recourse Against Others. No past, present or future director, officer, employee, incorporator incorporator, stockholder, member, manager or stockholder partner of the Company or any New Subsidiary Guarantor, as such, will shall have any liability for any obligations of the Company or the Guarantors New Subsidiary Guarantor under the Notes, the Indenture, Subsidiary Guarantees, the Note Guarantees, Indenture or this Seventh Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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, 1 5. NEW YORK LAW TO GOVERN. THE LAWS LAW OF THE STATE OF NEW YORK.5. Counterparts. YORK WILL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SEVENTH SUPPLEMENTAL INDENTURE.6. COUNTERPARTS. The parties may sign any number of copies of this Seventh 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.7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. hereof.8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries New Subsidiary Guarantor 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. Company. 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. 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 agree to provi...de an unconditional Guarantee on expressly assumes the terms obligations of ETO under the Indenture and subject the Notes. Section 2.03. NOTICES. All notices or other communications to the conditions set forth in the Note Guarantee and Successor Entity shall be given as provided in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder 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 INDENTURE; SUPPLEMENTAL INDENTURE. The Indenture 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 Company or any Guarantor, as such, will have any liability for any obligations of Successor Entity, Regency Finance and 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 Trustee, this Supplemental Indenture shall form a Note waives and releases all such liability. The waiver and release are part of the consideration Indenture for issuance 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 Notes of Indenture, whether within such indenture or in any series. The waiver may notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not be effective to waive liabilities under made), unless 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 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 the 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 the Indenture and subject the Notes. Section 2.04. NOTICES. All notices or other communications to the conditions set forth in the Note Guarantee and Successor Entity shall be given as provided in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder 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 INDENTURE; SUPPLEMENTAL INDENTURE. The Indenture 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 the Company or any Guarantor, as such, will have any liability 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 Notes of heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the 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 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 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 the 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 used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries Subsidiary 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. No Recourse Against Others. No past, present or future director, off...icer, employee, incorporator incorporator, stockholder or stockholder agent of the Company or any Guarantor, Guaranteeing Subsidiary, as such, will shall have any liability for any obligations of the Company Issuers or the Guarantors any Guaranteeing Subsidiary under the Notes, the Indenture, the any Note Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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 Notes. Such 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 laws and it is 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 view 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 U.S. Securities 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 Exchange Commission that such a waiver 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. against public policy. 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 Fourth 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. Section 3. Effectiveness of Supplemental Indenture. This Fourth Supplemental Indenture shall become effective immediately ...upon its execution and delivery by the Company, the Guaranteeing Subsidiary, the other Guarantors and the Trustee. 1 Section 4. Agreement to Guarantee. The Guaranteeing Subsidiaries Subsidiary hereby agree agrees, by its execution of this Fourth Supplemental Indenture, to provide an unconditional Guarantee on be bound by the provisions of the Indenture applicable to Guarantors to the extent provided for in Article 10 thereof. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. Section 5. Ratification of Obligations. Except as specifically modified herein, the Indenture and the Notes 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 Fourth Supplemental Indenture. This Fourth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and subject to the 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 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 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 Trustee with 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. hereto. Section 7. Governing Law. THIS FOURTH 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 Fourth 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 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
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 First 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. Section 3. Effectiveness of Supplemental Indenture. This First Supplemental Indenture shall become effective immediately up...on its execution and delivery by the Company, the Guaranteeing Subsidiary, the other Guarantors and the Trustee. Section 4. Agreement to Guarantee. The Guaranteeing Subsidiaries Subsidiary hereby agree agrees, by its execution of this First Supplemental Indenture, to provide an unconditional Guarantee on be bound by the provisions of the Indenture applicable to Guarantors to the extent provided for in Article 10 thereof. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the 2 Indenture. The Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. Section 5. Ratification of Obligations. Except as specifically modified herein, the Indenture and the Notes 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 First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and subject to the 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 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 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 Trustee with 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. hereto. Section 7. Governing Law. THIS FIRST 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 First 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 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
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them and not otherwise defined herein are used as defined in the Indenture.2. Agreement Indenture. SECTION 2. Amendments. (a) The Indenture is hereby amended by deleting the following Sections of Article 4 of the Indenture and all references thereto and obligations thereunder: 4.06 and 4.08, in each case in its entirety, and replacing each such Section with the following: "Intentionally omitted." (b) All definit...ions in the Indenture which are used exclusively in the Sections deleted pursuant to Guarantee. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on this Supplemental Indenture or whose sole use or uses in the terms and subject to Indenture were eliminated in the conditions revisions set forth in the Note Guarantee and this Supplemental Indenture are hereby deleted. All cross-references in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of Sections deleted by this Supplemental Indenture are also hereby deleted in their entirety. Any changes to the Company or any Guarantor, as such, will have any liability for any obligations of the Company Indenture, or the Notes and any related documents, of a technical or conforming nature shall hereby be deemed made to the extent necessary to reflect the amendments and deletions described herein. SECTION 3. Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Company, the Subsidiary Guarantors under and 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 Trustee, and thereupon this Supplemental Indenture shall form a Note waives and releases all such liability. The waiver and release are part of the consideration Indenture for issuance all purposes, and every Note and Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. Except as modified and amended by this Supplemental Indenture, all provisions 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 Indenture shall remain in full force and effect. SECTION 4. Governing Law. This Supplemental Indenture. Each signed copy Indenture shall be an original, but all governed by, and construed in accordance with, the laws of them the State of New York. SECTION 5. Counterparts. This Supplemental Indenture may be signed in various counterparts (including by portable document format), which together represent will constitute one and the same agreement. The exchange of copies of instrument. SECTION 6. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and 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 will henceforth 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. read together. SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.7. hereof. SECTION 8. The Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or in with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or for any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. SECTION 9. Separability. In case any provision in this Supplemental Indenture or in respect the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability 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 remaining provisions will not 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 any way be bound hereby. affected or impaired thereby. 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 Indentures.2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiaries Entity hereby agree agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the each Note Guarantee and in the Indenture Indentures including but not limited to Article 10 thereof.3. No Recourse Against Others. NO RECOURSE AGAINST OTHERS. No direct...or, officer, employee, incorporator or stockholder of the Company Issuers or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, the Indenture, the Note Guarantees, 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. Notes. 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, NEW YORK LAW TO GOVERN. THE LAWS INTERNAL LAW 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. YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND 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. 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. Indenture.ARTICLE TWOSection 2.01. EFFECTIVENESS OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall become effective as of the date hereof upon its execution by the Original Company, the Successor Company and the Trustee.Section 2.02. ASSUMPTION OF OBLIGATIONS. The Guaranteeing Subsidiaries Successor Company hereby agree to p...rovide an unconditional Guarantee expressly assumes the Original Company's obligation for the due and punctual payment of the principal of (and premium, if any, on) and interest on all the securities and the performance and observance of every covenant of the Indenture on the terms and subject part of the Original Company to be performed or observed.Section 2.03. NOTICES. All notices or other communications to the conditions set forth in the Note Guarantee and Successor Company shall be given as provided in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder addressed as follows:Energy Transfer LP8111 Westchester Drive, Suite 600Dallas, Texas 75225Attn: Chief Financial OfficerARTICLE THREESection 3.01. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE. The Indenture, as supplemented by this Supplemental Indenture, 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 Original Company, the Successor Company or any Guarantor, as such, will have any liability for any obligations of and 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 Trustee, this Supplemental Indenture shall form a Note waives and releases all such liability. The waiver and release are part of the consideration Indenture for issuance all purposes, and the Original Company, the Successor Company, the Trustee and every holder of securities heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Notes of Indenture, whether within the Indenture or in any series. The waiver may notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not be effective to waive liabilities under made), unless 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 Original Company and the Successor Company 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 Original Company and Successor Company in this Supplemental Indenture shall bind their 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 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 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 the 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 Any capitalized term used and not otherwise defined herein without definition shall have the meanings meaning assigned to them such term in the Indenture.2. Agreement to Guarantee. The Guaranteeing Subsidiaries Base Indenture. SECTION 2. Assumption; Succession. Effective upon the consummation of the Merger (the "Effective Time"), the Successor Company hereby agree to provide an unconditional Guarantee expressly assumes all of the Company's obligations on the terms Securities of... each series and subject under the Indenture. SECTION 3. Ratification and Effect. Except as expressly amended by this Supplemental Indenture, the Base Indenture is in all respects ratified and confirmed and all of the terms, provisions and conditions thereof shall be and remain in full force and effect. Upon and after the Effective Time, the Base Indenture shall be modified in accordance herewith, this Supplemental Indenture shall form a part of the Base Indenture for all purposes, every Holder of Securities theretofore or thereafter authenticated and delivered thereunder shall be bound thereby, and each reference in the Indenture and the Securities to the conditions Indenture shall mean and be a reference to the Indenture as amended hereby, and each reference in the Indenture and the Securities to Total System Services, Inc. or the Company shall mean and be a reference to Global Payments Inc., as the Successor Company. SECTION 4. Governing Law. This Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. The Trustee. The recitals in this Supplemental Indenture shall be taken as the statements of the Company and the Successor Company, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement or confirmation to any document is necessary to implement the provisions of this Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. 2 SECTION 6. Conflicts. To the Note Guarantee and in extent of any inconsistency between the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder terms of the Company Base Indenture or any Guarantor, as such, the Securities and this Supplemental Indenture, the terms of this Supplemental Indenture will have any liability for any obligations control. SECTION 7. Miscellaneous. This Supplemental Indenture constitutes the entire agreement of the Company parties hereto with respect to the amendments to the Base Indenture set forth herein. All covenants and agreements in this Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, 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 validity, legality and releases all such liability. The waiver and release are part enforceability of the consideration for issuance remaining provisions hereof or of the Notes of Base Indenture shall not in any series. way be affected or impaired thereby. The waiver may section headings are for convenience only and shall not be effective to waive liabilities under affect 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. construction hereof. 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 agreement, binding on 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. hereto. Signature page follows. View More
