Suth▇▇▇▇▇▇, ▇▇▇▇▇▇ Clause Samples

Suth▇▇▇▇▇▇, ▇▇▇▇▇▇. ▇ren▇▇▇, ▇▇unsel for the Company, shall have furnished to the Dealer Manager, an opinion on the Consummation Date, dated such date, subject to customary qualifications and exceptions, to the following effect: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; (ii) The Company has duly taken all necessary corporate action to authorize the making and consummation of the Tender Offer and the execution, delivery and performance by the Company of this Agreement; and this Agreement has been duly executed and delivered by the Company; (iii) Assuming the due authorization, execution and delivery of this Agreement by NMS, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to our affecting creditors' rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing on the part of NMS. (iv) The making and consummation of the Tender Offer and the execution, delivery and performance by the Company of this Agreement do not and will not conflict with, or result in a breach or violation of, or constitute a default under, any of the provisions of the Indenture or of the charter documents or by-laws of the Company or of any note, indenture, loan agreement, mortgage or other agreement, instrument or undertaking to which the Company is a party or by which it is bound or any of its subsidiaries is a party or by which any of them is bound or to which any of its or their properties or assets is subject, each of which has been identified by the Company as material on a schedule to such opinion and provided to such counsel for the Company, nor will such action result in a violation of any Delaware or federal law, rule or regulation or any order known to such
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Related to Suth▇▇▇▇▇▇, ▇▇▇▇▇▇

  • Impairment The Master Servicer shall not impair the rights of the Noteholders and Certificateholders in the Contracts.

  • Effects The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Impairment of Collateral Not use any material portion of the Collateral, or permit the same to be used, for any unlawful purpose, in any manner that is reasonably likely to materially adversely impair the value or usefulness of the Collateral, or in any manner inconsistent with the provisions or requirements of any policy of insurance thereon nor affix or install any accessories, equipment, or device on the Collateral or on any component thereof if such addition will materially impair the original intended function or use of the Collateral or such component.

  • Impairments It is the intention of the Secured Parties of each Series that the holders of Obligations of such Series (and not the Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Obligations), (y) any of the Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Obligations) on a basis ranking prior to the security interest of such Series of Obligations but junior to the security interest of any other Series of Obligations or (ii) the existence of any Collateral for any other Series of Obligations that is not Shared Collateral (any such condition referred to in the foregoing clause (i) or (ii) with respect to any Series of Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Mortgaged Property (as defined in the Credit Agreement) which applies to all Obligations shall not be deemed to be an Impairment of any Series of Obligations. In the event of any Impairment with respect to any Series of Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Obligations, and the rights of the holders of such Series of Obligations (including, without limitation, the right to receive distributions in respect of such Series of Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Obligations subject to such Impairment. Additionally, in the event the Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Obligations or the Security Documents governing such Obligations shall refer to such obligations or such documents as so modified.

  • Non-Impairment The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof.