Defined Terms Clause Example with 16 Variations from Business Contracts
This page contains Defined 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.
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be Bound. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Inden...ture 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. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. Severability. 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary's Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. Ratification of Indenture; Supplemental Indentures 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. SECTION 3.9. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. Counterparts. The parties hereto 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 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 or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. SECTION 3.12. Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.View More
Variations of a "Defined Terms" Clause from Business Contracts
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals recital hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Section hereof.2. Agreement to be Bound. Each Guarantee. The Subsidiary Guarantor hereby... agrees, jointly and severally with any other Subsidiary Guarantors and the Existing Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Guaranteeing Subsidiaries hereby becomes a party Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a "Guarantor" Subsidiary Guarantor.3. Termination, Release and Discharge. The Subsidiary Guarantor's Subsidiary Guarantee shall terminate and be of no further force or effect, and the Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as such will have all and when provided in Section 1303 of the rights and be subject to all of the obligations and agreements of a "Guarantor" under the Indenture. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Indenture.4. Parties. Nothing expressed or mentioned herein in this Supplemental Indenture is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture Subsidiary Guarantor's Subsidiary Guarantee or any provision contained herein or therein contained. SECTION 3.5. in Article XIII of the Indenture.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. Severability. 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary's Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.6. Ratification of Indenture; Supplemental Indentures 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. SECTION 3.9. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect as to the accuracy of the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. to this Supplemental Indenture.7. Counterparts. The parties hereto may sign any number of one or more copies of this Supplemental Indenture. Each signed copy shall be an original, but Indenture in counterparts, all of them which together represent shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or other electronic 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 other electronic transmission PDF shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. SECTION 3.12. 2 8. Headings. The Section headings of the Articles and the Sections in this Supplemental Indenture herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. View More
Defined Terms. As used Unless otherwise defined in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION Section 2.1. Agreement to be Bound. Each Subject to the provisions of Articl...e Fourteen of the Guaranteeing Subsidiaries Indenture, the New Subsidiary Guarantor hereby becomes a party to the Indenture as a "Guarantor" Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a "Guarantor" Subsidiary Guarantor under the Indenture. SECTION The New Subsidiary Guarantor hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Section 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to The New Subsidiary Guarantor hereby fully, unconditionally and irrevocably Guarantee guarantees as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Notes Securities and the Trustee Trustee, the Guaranteed Obligations pursuant full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other obligations and liabilities of the Company under the Indenture, all as more fully set forth in Article Fourteen thereof. ARTICLE III MISCELLANEOUS Section 3.1. Notices. Any notice or communication delivered to Article X the Company under the provisions of the Indenture as and shall constitute notice to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors shall be given as provided in the Indenture. 1 SECTION New Subsidiary Guarantor. Section 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Section 3.3. Governing Law. Law, etc. This Supplemental Indenture shall be governed by, and construed by the provisions set forth in accordance with, the laws Section 112 of the State of New York. SECTION 3.6. Indenture. Section 3.4. Severability. 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary's Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. Section 3.5. Ratification of Indenture; Supplemental Indentures 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 holder of Notes Securities heretofore or hereafter authenticated and delivered shall be bound hereby. SECTION 3.9. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. Counterparts. Indenture. Section 3.6. Duplicate and Counterpart Originals. The parties hereto may sign any number of copies of this Supplemental Indenture. Each One signed copy is enough to prove this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed 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 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 or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. SECTION 3.12. Section 3.7. Headings. The headings of the Articles and the Sections in this Supplemental Indenture are have been inserted for convenience of reference only only, are not intended to be considered as a part hereof and shall not be deemed to alter modify or affect restrict any of the meaning terms or interpretation of any provisions hereof. View More
Defined Terms. As used in this Assumption Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Assumption Supplemental Indenture refer to this Assumption Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be Bound. Without limiting the assumption by opera...tion of law occasioned by the Escrow Merger, the Issuer hereby becomes party to the Indenture as the "Issuer" for all purposes thereof and as such will have all of the rights and be subject to all of the obligations and agreements of the "Issuer" under the Indenture. Each of the Guaranteeing Subsidiaries Parties 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. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries Parties agrees, on a joint and several basis with all the existing Guarantors, each other Guaranteeing Party, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes Notes, the Trustee and the Trustee Collateral Agent the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors Guaranteeing Parties shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Assumption Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. 3.3. Severability. In case any provision in this Assumption 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. 3.4. Benefits Acknowledged. Each Guaranteeing Subsidiary's Party's Note Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Assumption Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. 3.5. Ratification of Indenture; Supplemental Indentures 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 Assumption 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. hereby and entitled to the benefits hereof. SECTION 3.9. The Trustee. 3.6. The Trustee makes no and the Collateral Agent. Neither the Trustee nor the Collateral Agent make any representation or warranty as to the validity or sufficiency of this Assumption Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. 3.7. Counterparts. The parties hereto may sign any number of copies of this Assumption Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Assumption Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Assumption Supplemental Indenture as to the parties hereto and may be used in lieu of the original Assumption Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. 3.8. Execution and Delivery. Each Guaranteeing Subsidiary Party agrees that its Note Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. Note Guarantee. SECTION 3.12. 3.9. Headings. The headings of the Articles and the Sections in this Assumption Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. View More
Defined Terms. As used in this Assumption Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Assumption Supplemental Indenture refer to this Assumption Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be Bound. Without limiting the assumption by opera...tion of law occasioned by the Escrow Merger, the Issuer hereby becomes party to the Indenture as the "Issuer" for all purposes thereof and as such will have all of the rights and be subject to all of the obligations and agreements of the "Issuer" under the Indenture. Each of the Guaranteeing Subsidiaries Parties 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. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries Parties agrees, on a joint and several basis with all the existing Guarantors, each other Guaranteeing Party, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors Guaranteeing Parties shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Assumption Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. 3.3. Severability. In case any provision in this Assumption 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. 3.4. Benefits Acknowledged. Each Guaranteeing Subsidiary's Party's Note Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Assumption Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. 3.5. Ratification of Indenture; Supplemental Indentures 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 Assumption 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. hereby and entitled to the benefits hereof. SECTION 3.9. 3.6. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Assumption Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. 3.7. Counterparts. The parties hereto may sign any number of copies of this Assumption Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Assumption Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Assumption Supplemental Indenture as to the parties hereto and may be used in lieu of the original Assumption Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. 3.8. Execution and Delivery. Each Guaranteeing Subsidiary Party agrees that its Note Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. Note Guarantee. SECTION 3.12. 3.9. Headings. The headings of the Articles and the Sections in this Assumption Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. View More
Defined Terms. As used in this First Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be Bound. Without limiting the assumption by operation of law occ...asioned by the Escrow Merger, the Company hereby becomes party to the Indenture as the "Company" for all purposes thereof and as such will have all of the rights and be subject to all of the obligations and agreements of the "Company" under the Indenture. Each of the Guaranteeing Subsidiaries Parties 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. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries Parties agrees, on a joint and several basis with all the existing Guarantors, each other Guaranteeing Party, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes Securities and the Trustee the Guaranteed Obligations pursuant to Article X 10 of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors Guaranteeing Parties shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. 3.3. Severability. In case any provision in this First 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. 3.4. Benefits Acknowledged. Each Guaranteeing Subsidiary's Party's Security Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this First Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Security Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. 3.5. Ratification of Indenture; Supplemental Indentures 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 First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes Securities heretofore or hereafter authenticated and delivered shall be bound hereby. hereby and entitled to the benefits hereof. SECTION 3.9. 3.6. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this First Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. 3.7. Counterparts. The parties hereto may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. 3.8. Execution and Delivery. Each Guaranteeing Subsidiary Party agrees that its Security Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note Security of a notation of any such Guarantee of the Notes. Security Guarantee. SECTION 3.12. 3.9. Headings. The headings of the Articles and the Sections in this First Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. View More
Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be Bound. Each of the Guaranteeing Subsidiaries Parties 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. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries Parties agrees, on a joint and several basis with all the existing Guarantors, each other Guaranteeing Party, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes Securities and the Trustee the Guaranteed Obligations pursuant to Article X 10 of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors Guaranteeing Parties shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. 3.3. Severability. In case any provision in this Second 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. 3.4. Benefits Acknowledged. Each Guaranteeing Subsidiary's Party's Security Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Second Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Security Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. 3.5. Ratification of Indenture; Supplemental Indentures 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 Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes Securities heretofore or hereafter authenticated and delivered shall be bound hereby. hereby and entitled to the benefits hereof. SECTION 3.9. 3.6. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. 3.7. Counterparts. The parties hereto may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. 3.8. Execution and Delivery. Each Guaranteeing Subsidiary Party agrees that its Security Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note Security of a notation of any such Guarantee of the Notes. Security Guarantee. SECTION 3.12. 3.9. Headings. The headings of the Articles and the Sections in this Second Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. View More
