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. Each New Guarantor hereby agrees, jointly and severally, with all other Guarantors, to Guarantee. The Guaranteeing Subsidiaries hereby agree unconditionally Guarantee to provide an unconditional Guarantee on each Holder and to the terms Trustee the Obligations, to the extent set forth in the Indenture and subject to the conditions provisions in the Inden...ture. The obligations of the Guarantors to the Holders of Securities and to the Trustee 1 pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in the Note Guarantee and in Article X of the Indenture including but not limited and reference is hereby made to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder the Indenture for the precise terms of the Company or Subsidiary Guarantees.3. EXECUTION AND DELIVERY. Each New Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any Guarantor, as such, will have any liability for any obligations failure to endorse on each Security a notation 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 Guarantee.4. 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.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 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.6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The 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. 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 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. thereof. 1 3. No Recourse Against Others. No director, manager, officer, employee, incorporator incorporator, stockholde...r or stockholder member of Holdings, the Company Issuer or any Guarantor, as such, Subsidiary thereof will have any liability for any obligations of Holdings, the Company Issuer or the Guarantors under the Notes, the this 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. Governing Law. THIS SUPPLEMENTAL supplemental INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, 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 the State 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. New York. 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. Each New Guarantor hereby agrees, jointly and severally, with all other Guarantors, to Guarantee. The Guaranteeing Subsidiaries hereby agree unconditionally Guarantee to provide an unconditional Guarantee on each Holder and to the terms Trustee the Obligations, to the extent set forth in the Indenture and subject to the conditions provisions in the Inden...ture. The obligations of the 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 X of the Indenture including but not limited and reference is hereby made to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder the Indenture for the precise terms of the Company or Subsidiary Guarantees.3. EXECUTION AND DELIVERY. Each New Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any Guarantor, as such, will have any liability for any obligations failure to endorse on each Security a notation 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 Guarantee.4. 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.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 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.6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.7. The Trustee. The 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. View More
Capitalized Terms. Capitalized Initially capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement Indenture. SECTION 2. Amendments to Guarantee. Indenture. 2.01 The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions definition of "Credit Facilities" set forth in Section 2.02 of the Note Guarantee and Third Supplemental Indenture is hereby amended in its entirety to read as follows in ...the Indenture including but not limited Third Supplemental Indenture: "Credit Facilities" means with respect to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, Restricted Subsidiary, one or more debt facilities (including the Credit Agreement), or other financing arrangements (including commercial paper facilities, notes or indentures) providing for revolving credit loans, term loans, notes, production payments, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, capital markets financings or other long-term indebtedness, in each case, as such, will have any liability amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time." SECTION 3. Effectiveness. Subject to the following sentence, this Supplemental Indenture shall become effective on the Effective Date, and the Indenture and the 2022 Debt Securities shall be supplemented in accordance herewith. Notwithstanding the foregoing, the amendment to the Indenture provided for any obligations in Section 2 hereof shall become operative only upon the Company's notification of the Trustee that amounts payable by the Company or pursuant to the Guarantors under Tender Offer and Consent Solicitation Documents have been deposited with the Notes, tender agent on the Indenture, first Payment Date (as defined in the Note Guarantees, or for any claim based on, Tender Offer and Consent Solicitation Documents). SECTION 4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in respect of, or all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Every reference in the Indenture to the Indenture shall hereby be deemed to mean the Indenture as supplemented by reason of, such obligations or their creation. Each Holder of Notes of any series by accepting this Supplemental Indenture. 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 holder of the Notes of any series. The waiver may not 2022 Debt Securities heretofore or hereafter authenticated and delivered shall be effective to waive liabilities under the federal securities laws.4. bound hereby. SECTION 5. 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 6. 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 shall represent the same agreement. The exchange Delivery of copies an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart 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. Indenture. SECTION 7. Effect of Headings. The Section section headings herein are for convenience only and shall not affect the construction hereof.7. or interpretation of the provisions hereof. SECTION 8. 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 Company and the Company.8. Ratification Subsidiary Guarantors. [Remainder 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. page intentionally left blank; Signature pages follow.] 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 Second 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 Second Supplemental Indenture shall become effective immediately ...upon 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 Second 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 1 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 Second Supplemental Indenture. This Second 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 SECOND 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 Second 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 in the Indenture.2. Agreement to Guarantee. Guarantor. The Guaranteeing Subsidiaries Subsidiary hereby agree agrees to provide an unconditional Guarantee on be a Guarantor under the Indenture and to 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 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 SUBSIDIARY, THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR 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 portable document format ("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. purposes. View More
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. Guarantor. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on be Guarantors under the Indenture and to 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 thereof.3. No Recourse Against Others. No director, offi...cer, 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, THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR 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 portable document format ("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. purposes. 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. agreement, binding on the parties hereto. 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 and signature pages 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. 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 to Guarantee. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee Indenture. ARTICLE 2 Amendment of the Indenture Section 2.01. Effective Date. Following the execution and delivery by the Issuer, the Guarantors and the Trustee of this Supplemental Indenture, the terms hereof shall become operative on the terms date of this Supplemental Indenture (th...e "Effective Date"). Section 2.02. Amendment. As of the Effective Date, the parenthetical clause of the first sentence of Section 4.07(a)(3) of the Indenture, immediately preceding subclauses (a) through (e) thereof, is hereby amended by inserting the words "and Section 4.07(b) of the indentures governing the Existing Notes" after each occurrence of the words "Section 4.07(b) hereof" in such parenthetical. Section 2.03. Reference to and subject to Effect on the conditions set forth in Indenture. On and after the Note Guarantee and Effective Date, each reference in the Indenture including but not limited to Article 10 thereof.3. No Recourse Against Others. No director, officer, employee, incorporator "this Indenture," "hereunder," "hereof," "hereto," or stockholder of "herein" (or any like reference) shall mean and be a reference to the Company or any Guarantor, Indenture as such, will have any liability for any obligations of amended and supplemented by this Supplemental Indenture, unless 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. context otherwise requires. ARTICLE 3 Miscellaneous Section 3.01. 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. YORK. Section 3.02. 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. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission electronic (including in ".pdf" format) transmissions 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 (including ".pdf" format) shall be deemed to be their original signatures for all purposes.6. purposes. Section 3.03. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.7. hereof. Section 3.04. 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 Issuer and the Company.8. Guarantors. Section 3.05. Successors. All agreements of the Issuer and each Guarantor in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 3.06. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 3.07. Ratification of Indenture; Supplemental Indenture 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 of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Issuer and each of the Guarantors hereby expressly reaffirm each of their obligations to indemnify the Trustee and hold the Trustee harmless pursuant to Section 7.07 of the Indenture in connection with the Trustee's execution and delivery of this Supplemental Indenture. 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.1 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 of the Sections of this Supplemental Indenture have been inserted for convenience only of reference only, are not to be considered a part of this Supplemental Indenture and shall not affect in no way modify or restrict any of the construction terms or provisions hereof.7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for makes no representation or in respect of warranty as to the validity or sufficiency of this Supplemental Indenture or for or in with respect of to the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and other parties hereto. [Signatures on 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. following pages. View More
