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Miscellaneous Clause Example with 6 Variations from Business Contracts
This page contains Miscellaneous 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.
Miscellaneous. For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires: (a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture; (b) Terms defined both herein and in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the S...econd Supplemental Indenture, shall have the meanings assigned to them herein; and (c) Provisions of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions of the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be deemed to supersede and amend the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, for all purposes with respect to the Notes. 2.2 Effect of this Supplemental Indenture. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 2.3 Trustee Matters. The recitals in this Supplemental Indenture are made by the Company only and not the Trustee, and the Trustee assumes no responsibility for their correctness. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 2.4 Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2.5 Separability Clause. In case any provision of 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. 2.6 Counterpart Originals. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or electronic mail in portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 2.7 Indenture Remains in Full Force and Effect. Except as amended and supplemented hereby, all provisions in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall remain in full force and effect. 2.8 Benefits of this Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture or the Notes. 2.9 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
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Variations of a "Miscellaneous" Clause from Business Contracts
Miscellaneous. For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires: (a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture; (b) Terms defined both herein and in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the S...econd Supplemental Indenture, shall have the meanings assigned to them herein; and (c) Provisions of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions Binding Effect. All agreements of the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be deemed to supersede and amend the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, for all purposes with respect to the Notes. 2.2 Effect of this Supplemental Indenture. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be modified Issuer in accordance herewith, and this Supplemental Indenture shall form a part be binding upon the Issuer's successors. All agreements of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 2.3 Trustee Matters. The recitals Subsidiary Guarantors in this Supplemental Indenture are made by the Company only and not the Trustee, and the Trustee assumes no responsibility for their correctness. shall be binding upon such Subsidiary Guarantors' successors. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties agreements of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 2.4 Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED shall be binding upon its successors. (b) NEW YORK LAW TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, GOVERN. THE LAWS LAW OF THE STATE OF NEW YORK. 2.5 Separability Clause. In case YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. (c) Conflict with Trust Indenture Act of 1939. If and to the extent that any provision of this Supplemental Indenture shall be invalid, illegal limits, qualifies or unenforceable, conflicts with the validity, legality and enforceability duties imposed by Sections 310-317 of the remaining Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), by operation of Section 318(c) of the Trust Indenture Act, the imposed duties shall control. (d) Headings for Convenience of Reference. The titles and headings of the sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions shall not in any way be affected or impaired thereby. 2.6 Counterpart Originals. hereof. (e) Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or electronic mail in portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 2.7 Indenture Remains in Full Force and Effect. Except as amended and supplemented hereby, all provisions in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall remain in full force and effect. 2.8 Benefits of this Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture or the Notes. 2.9 Conflict with Trust Indenture Act. If agreement. (f) Severability. In case any provision of this Supplemental Indenture limits, qualifies shall be determined to be invalid, illegal or conflicts with any provision unenforceable, the validity, legality and enforceability of the Trust remaining provisions hereof or of the Existing Indenture Act that is required under the Trust shall not in any way be affected or impaired thereby. (g) Effect Upon Existing Indenture. This Supplemental Indenture Act to be shall form a part of Existing Indenture for all purposes, and govern every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. (h) Trustee. The Trustee shall not be responsible in any provision of this Supplemental Indenture, the provision manner whatsoever for or in respect of the Trust Indenture Act shall control. If any provision validity or sufficiency of this Supplemental Indenture modifies or excludes any provision for or in respect of the Trust Indenture Act that may be so modified or excluded, recitals contained herein, all of which recitals are made solely by the provision of Subsidiary Guarantors and the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. Issuer.
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Found in
AMSURG CORP contract
Miscellaneous. For all purposes (a) Binding Effect. All agreements of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires: (a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them Company in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture; (b) Terms defined both herein and in the Original Indenture, as amended and supplemented by... the First Supplemental Indenture and the Second Supplemental Indenture, shall have the meanings assigned to them herein; and (c) Provisions of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions shall be binding upon the Company's successors. All agreements of the Original Indenture, as amended and supplemented by the First Trustee in this Supplemental Indenture and the Second shall be binding upon its successors. (b) Governing Law. This Supplemental Indenture, Indenture shall be deemed to supersede be a contract made under the laws of the State of New York and amend the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, for all purposes shall be governed by and construed in accordance with respect the laws of the State of New York. (c) Conflict with Trust Indenture Act of 1939. If and to the Notes. 2.2 Effect of this Supplemental Indenture. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 2.3 Trustee Matters. The recitals in this Supplemental Indenture are made by the Company only and not the Trustee, and the Trustee assumes no responsibility for their correctness. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 2.4 Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2.5 Separability Clause. In case extent that any provision of this Supplemental Indenture shall be invalid, illegal limits, qualifies or unenforceable, conflicts with the validity, legality and enforceability duties imposed by Sections 310-317 of the remaining Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), by operation of Section 318(c) of the Trust Indenture Act, the imposed duties shall control. (d) Headings for Convenience of Reference. The titles and headings of the sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions shall not in any way be affected or impaired thereby. 2.6 Counterpart Originals. hereof. (e) Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or electronic mail in portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 2.7 Indenture Remains in Full Force and Effect. Except as amended and supplemented hereby, all provisions in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall remain in full force and effect. 2.8 Benefits of this Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture or the Notes. 2.9 Conflict with Trust Indenture Act. If agreement. 4 (f) Severability. In case any provision of this Supplemental Indenture limits, qualifies shall be determined to be invalid, illegal or conflicts with any provision unenforceable, the validity, legality and enforceability of the Trust remaining provisions hereof or of the Original Indenture Act that is required under the Trust shall not in any way be affected or impaired thereby. (g) Effect Upon Original Indenture. This Supplemental Indenture Act to be shall form a part of the Original Indenture for all purposes, and govern any provision every holder of this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies Notes heretofore or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act hereafter authenticated and delivered shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. bound hereby.
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Found in
CoreCivic contract
Miscellaneous. For (a) Except as hereby expressly amended, the Indenture is in all purposes respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. 2 (b) All agreements of the Company in this Supplemental Indenture, except as otherwise expressly provided for or unless Indenture shall bind its successors. All agreements of the context otherwise requires: (a) Capitalized terms used but not defined herein shall have the respective meanings... assigned to them Trustee in the Original Indenture, as amended and supplemented by the First this Supplemental Indenture and the Second Supplemental Indenture; (b) Terms defined both herein and in the Original Indenture, as amended and supplemented by the First shall bind its successors. (c) This Supplemental Indenture shall be deemed to be governed by and construed in accordance with the Second Supplemental Indenture, shall have law of the meanings assigned State of New York. (d) If and to them herein; and (c) Provisions the extent that any provision of this Supplemental Indenture that conflict limits, qualifies or conflicts with another provision which is required to be included herein or are otherwise inconsistent with provisions in the Indenture by the Trust Indenture Act of 1939, such required provision shall control. (e) The titles and headings of the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be deemed to supersede and amend the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, for all purposes with respect to the Notes. 2.2 Effect sections of this Supplemental Indenture. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 2.3 Trustee Matters. The recitals in this Supplemental Indenture are made by the Company for convenience only and shall not affect the Trustee, construction hereof. (f) This Supplemental Indenture may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the Trustee assumes no responsibility for their correctness. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 2.4 Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2.5 Separability Clause. same instrument. (g) In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. 2.6 Counterpart Originals. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or electronic mail in portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 2.7 Indenture Remains in Full Force and Effect. Except as amended and supplemented hereby, all provisions in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall remain in full force and effect. 2.8 Benefits of this Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture or the Notes. 2.9 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
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Found in
Boyd Gaming contract
Miscellaneous. For all purposes of this Supplemental Indenture, except 3.1 Except as otherwise expressly provided for or unless specifically modified herein, the context otherwise requires: (a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture; (b) Terms defined both herein Notes are in all respects ratified and confirmed and shall rema...in in the Original Indenture, as amended full force and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall have the meanings assigned to them herein; and (c) Provisions of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions of the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be deemed to supersede and amend the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, for all purposes with respect to the Notes. 2.2 Effect of this Supplemental Indenture. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be modified effect in accordance herewith, and this with their terms. This Supplemental Indenture shall form a part of the Indenture for all purposes; purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 2.3 Trustee Matters. The recitals thereby. Nothing in this Supplemental Indenture are made by or the Company only Notes, express or implied, shall give to any Person, other than the parties hereto and not the Trustee, thereto and their successors hereunder and thereunder and the Trustee assumes no responsibility for their correctness. All Holders of the provisions contained in Notes, any benefit of any legal or equitable right, remedy or claim under the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of Indenture, this Supplemental Indenture or the Notes. 3.2 Except as fully and with like effect as set forth in full otherwise expressly provided herein, except as expressly modified hereby. The Trustee makes no representation as duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the validity or sufficiency Trustee, by reason of this Supplemental Indenture. 2.4 Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated in their entirety herein and made applicable to the Trustee with respect hereto. 3.3 THE LAWS LAW OF THE STATE OF NEW YORK. 2.5 Separability Clause. YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NOTES. 3.4 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. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by telecopier, facsimile, email or other electronic transmission (i.e., a "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 3.5 In case any provision of this Supplemental Indenture or in the Notes 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. 2.6 Counterpart Originals. This Supplemental Indenture may 3.6 The Trustee shall not be executed responsible in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile manner whatsoever for or electronic mail in portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 2.7 Indenture Remains in Full Force and Effect. Except as amended and supplemented hereby, all provisions in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall remain in full force and effect. 2.8 Benefits of this Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders respect of the Notes, any benefit of any legal validity or equitable right, remedy or claim under the Indenture or the Notes. 2.9 Conflict with Trust Indenture Act. If any provision sufficiency of this Supplemental Indenture limits, qualifies or conflicts with any provision for or in respect of the Trust Indenture Act that is required under recitals contained herein, all of which recitals are made solely by the Trust Indenture Act to be part of and govern any provision of this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. Company.
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Miscellaneous. For all purposes (a) Binding Effect. All agreements of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires: (a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them Company in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture; (b) Terms defined both herein and in the Original Indenture, as amended and supplemented by... the First Supplemental Indenture and the Second Supplemental Indenture, shall have the meanings assigned to them herein; and (c) Provisions of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions shall be binding upon the Company's successors. All agreements of the Original Indenture, as amended and supplemented by the First Trustee in this Supplemental Indenture and the Second shall be binding upon its successors. (b) Governing Law. This Supplemental Indenture, Indenture shall be deemed to supersede be a contract made under the laws of the State of New York and amend the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, for all purposes shall be governed by and construed in accordance with respect the laws of the State of New York. (c) Conflict with Trust Indenture Act of 1939. If and to the Notes. 2.2 Effect of this Supplemental Indenture. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 2.3 Trustee Matters. The recitals in this Supplemental Indenture are made by the Company only and not the Trustee, and the Trustee assumes no responsibility for their correctness. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 2.4 Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2.5 Separability Clause. In case extent that any provision of this Supplemental Indenture shall be invalid, illegal limits, qualifies or unenforceable, conflicts with the validity, legality and enforceability duties (to the extent applicable) imposed by Sections 310-317 of the remaining Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), by operation of Section 318(c) of the Trust Indenture Act, the imposed duties shall control. 3 (d) Headings for Convenience of Reference. The titles and headings of the sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions shall not in any way be affected or impaired thereby. 2.6 Counterpart Originals. hereof. (e) Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or electronic mail in portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 2.7 Indenture Remains in Full Force and Effect. Except as amended and supplemented hereby, all provisions in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall remain in full force and effect. 2.8 Benefits of this Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture or the Notes. 2.9 Conflict with Trust Indenture Act. If agreement. (f) Severability. In case any provision of this Supplemental Indenture limits, qualifies shall be determined to be invalid, illegal or conflicts with any provision unenforceable, the validity, legality and enforceability of the Trust remaining provisions hereof or of the Indenture Act that is required under the Trust shall not in any way be affected or impaired thereby. (g) Effect Upon Indenture. This Supplemental Indenture Act to be shall form a part of Indenture for all purposes, and govern any provision every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. (h) Interpretation. All the terms and conditions of both the Indenture and this Supplemental Indenture shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this Supplemental Indenture will control. In case of conflict between the terms and conditions contained in the Notes and those contained in the Indenture, as modified and amended by this Supplemental Indenture, the provision provisions of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so Indenture, as modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. shall control.
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Found in
MERCER INTERNATIONAL INC. contract
Miscellaneous. For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires: (a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture, as amended and supplemented by the First This Second Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of laws. This Second Supplement...al Indenture; (b) Terms defined both herein and in Indenture is subject to the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall have the meanings assigned to them herein; and (c) Provisions of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions of the Original Indenture, as amended and supplemented by the First Supplemental Trust Indenture and the Second Supplemental Indenture, shall Act that are required to be deemed to supersede and amend the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, for all purposes with respect to the Notes. 2.2 Effect of this Supplemental Indenture. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. 2.3 Trustee Matters. The recitals in this Supplemental Indenture are made by the Company only and not the Trustee, and the Trustee assumes no responsibility for their correctness. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation as shall, to the validity or sufficiency of this Supplemental Indenture. 2.4 Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2.5 Separability Clause. extent applicable, be governed by such provisions. (b) In case any provision of 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. 2.6 Counterpart Originals. (c) This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to will be an original, but all such counterparts shall will together constitute but one and the same instrument. Delivery Second Supplemental Indenture. The exchange of an executed counterpart copies of a signature page to this Second Supplemental Indenture and of signature pages by facsimile facsimile, .pdf transmission, email or other electronic mail in portable document format (PDF) means shall constitute effective execution and delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be effective deemed to be their original signatures for all purposes. (d) The Base Indenture, as delivery of a manually executed counterpart of supplemented and amended by the First Supplemental Indenture and this Second Supplemental Indenture. 2.7 Indenture, is in all respects ratified and confirmed, and the Base Indenture, the First Supplemental Indenture Remains and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in Full Force and Effect. Except as amended and supplemented hereby, all this Second Supplemental Indenture supersede any conflicting provisions included in the Original Base Indenture or the First Supplemental Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as amended and supplemented by the First Supplemental Indenture and the this Second Supplemental Indenture, shall remain in full force and effect. 2.8 Benefits agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture. 3 (e) The provisions of this Second Supplemental Indenture, etc. Nothing Indenture shall become effective as of the date hereof. (f) The recitals contained herein and in this Supplemental Indenture, express or implied, the Notes shall give to any person, other than be taken as the parties hereto and their successors hereunder statements of the Company and the Holders of Successor Company, as applicable, and the Notes, any benefit of any legal Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or equitable right, remedy or claim under the Indenture or the Notes. 2.9 Conflict with Trust Indenture Act. If any provision sufficiency of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Second Supplemental Indenture, the provision of Notes or any Additional Notes (as defined in the Trust Indenture Act shall control. If any provision of First Supplemental Indenture), except that the Trustee represents that it is duly authorized to execute and deliver this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. and perform its obligations hereunder.
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