Authorization of the Notes and the Guarantees. The Notes to be purchased by the Underwriters from the Operating Partnership are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Time, will have been duly executed by the Operating Partnership and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and legally binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. The Guarantees have been duly authorized by each of the Guarantors, and, when the Notes have been issued and authenticated in the manner provided for in the Indenture and delivered against payment of the consideration therefor specified herein, will constitute valid and legally binding obligations of each of the Guarantors, in each case enforceable against each of the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
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Sources: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)
Authorization of the Notes and the Guarantees. The Notes to be purchased by the Underwriters Initial Purchasers from the Operating Partnership are Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Time, will have been duly and when validly executed and delivered by the Operating Partnership and, when Company and duly authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and legally binding obligations of the Operating PartnershipCompany, enforceable against the Operating Partnership Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, Exceptions and will be entitled to the benefits of the Indenture. The Guarantees of the Notes have been duly authorized by each of for issuance pursuant to this Agreement and the Guarantors, and, Indenture; when the Notes have been issued and authenticated in the manner provided for in the Indenture and issued and delivered against payment of the consideration therefor specified hereinpurchase price therefor, the Guarantees of the Notes will constitute valid and legally binding obligations of each agreements of the Guarantors, in each case enforceable against each of the Guarantors Guarantor in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
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Authorization of the Notes and the Guarantees. The Notes to be purchased by the Underwriters Purchasers from the Operating Partnership are Company will on each Closing Date be in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at such the Closing TimeDate, will have been duly executed by the Operating Partnership Company and, when authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, will constitute valid and legally binding obligations of the Operating PartnershipCompany, enforceable against the Operating Partnership Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, Exceptions and will be entitled to the benefits of the Indenture. The Guarantees of the Notes on each Closing Date when issued pursuant to the Indenture have been duly authorized by each of the Guarantors, and, when the Notes have been issued and authenticated in the manner provided for in the Indenture and issued and delivered against payment of the consideration therefor specified hereinpurchase price therefor, the Guarantees of the Notes will constitute valid and legally binding obligations of each agreements of the Guarantors, in each case case, enforceable against each of the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, Exceptions and will be entitled to the benefits of the Indenture.
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