Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 6 contracts

Samples: Indenture (Bz Intermediate Holdings LLC), Supplemental Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC)

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Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of a written order of the Issuer signed by an Officer (an “Issuer Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time time, and from time to time thereaftertime, the Trustee shall shall, upon receipt of an Issuer Authentication Order, authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerssuch Issuer Authentication Order for such Additional Notes. Such order Issuer Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue DateNotes, shall certify that such issuance is in compliance with Section 4.03Sections 4.09 and 4.12 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 5 contracts

Samples: Indenture (Energy Future Intermediate Holding CO LLC), Collateral Trust Agreement (Energy Future Intermediate Holding CO LLC), Collateral Trust Agreement (EFIH Finance Inc.)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Notes and this Indenture.

Appears in 4 contracts

Samples: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual or facsimile signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers Issuer signed by two Officers or by an one Officer directing the Trustee to authenticate and either an Assistant Treasurer or an Assistant Secretary of deliver the Issuers. Such order shall specify Notes and certifying that all conditions precedent to the amount issuance of the Notes to be authenticated and the date on which the contained herein have been complied with, authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate principal amount of Notes is to be authenticated and, outstanding at any time may not exceed such amount except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03SECTION 2.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service the Issuer or an Affiliate of notices and demandsthe Issuer.

Appears in 3 contracts

Samples: Triumph Group Inc, Indenture (Triumph Group Inc), Triumph Group Inc

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of the Company’s order (an “Authentication Order”) signed by one Officer, authenticate and deliver $300 million the Initial Notes. In addition, subject to the terms of Notes andthis Indenture, at any time and time, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount to be determined at the time of issuance specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerstherein. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01, shall certify that such issuance is in compliance with Section 4.034.03 and Section 4.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 3 contracts

Samples: Indenture (Cogent Communications Holdings, Inc.), Indenture, Indenture (Cogent Communications Group Inc)

Execution and Authentication. Two Officers shall sign the Notes Debentures for the Issuers by manual or facsimile signature. The Issuers' seal shall be reproduced on the Debentures and may be in facsimile form. If an Officer whose signature is on a Note Debenture no longer holds that office at the time the Trustee authenticates the Notea Debenture is authenticated, the Note Debenture shall nevertheless be valid neverthelessvalid. A Note Debenture shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers signed by two Officers or by (an Officer and either an Assistant Treasurer or an Assistant Secretary "Authentication Order"), authenticate Debentures for original issue up to the aggregate principal amount stated in paragraph 4 of the IssuersDebentures. Such order shall specify the The aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, Debentures outstanding at any time may not exceed such amount except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the NotesDebentures. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 3 contracts

Samples: Indenture (Anthony Crane Rental Holdings Lp), Anthony Crane Holdings Capital Corp, Anthony Crane Sales & Leasing Lp

Execution and Authentication. Two Officers shall sign the Notes for the Issuers each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature (which may be by facsimile) of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at At any time and from time to time thereafterafter the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the IssuersIssuers (an “Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue Notes are to be authenticated, and whether the Notes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes is to which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 3 contracts

Samples: Indenture (Cco Holdings Capital Corp), Indenture (Charter Communications, Inc. /Mo/), Supplemental Indenture (Cco Holdings Capital Corp)

Execution and Authentication. Two One or more Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On All Notes shall be dated the Issue Date, the date of their authentication. The Trustee shall authenticate and deliver $300 million make available for delivery upon a written order of Notes andthe Company signed by one Officer, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (1) Original Notes for original issue on the date hereof in an aggregate principal amount specified of up to $81,075,497.50, and (2) subject to the terms of this Indenture, Additional Notes in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersunlimited aggregate principal amount. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, in and whether the case of an issuance of Notes are to be Original Notes or Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Otelco (Otelco Telecommunications LLC), Otelco (Otelco Inc.)

Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes for the Issuers Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signaturesignatures. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Notes for original issue in an the aggregate principal amount specified in of not more than $120,000,000, pursuant to a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer. Such The order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated andauthenticated. The aggregate principal amount of Notes which may be outstanding any time may not exceed $120,000,000, except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), Paying Agent (as defined below) or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 325.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note Notes shall nevertheless be valid neverthelessvalid. At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the The Notes shall originally be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate the principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes Notes, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be authenticated and promptly confirmed in writing. Each Note shall be dated the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03its authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (Redwood Trust Inc), KKR Real Estate Finance Trust Inc.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (i) Original Securities for original issue on the Issue Date in an aggregate principal amount of $110,000,000 and (ii) Additional Conditional Securities for original issue pursuant to Section 2.01(c). Such order shall specify the amount of the Securities to be authenticated, the form in which the Securities are to be authenticated and the date on which the original issue of Securities is to be authenticated. One Officer shall sign the Notes Securities for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Purchase Agreement (Vivus Inc), Indenture (Vivus Inc)

Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes for the Issuers Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signaturesignatures. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Notes for original issue in an the aggregate principal amount specified in of not more than $40,000,000, pursuant to a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer. Such The order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated andauthenticated. The aggregate principal amount of Notes which may be outstanding any time may not exceed $72,250,000, except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), Paying Agent (as defined below) or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 250.0 million of 6.625% Senior Notes due 2021 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Execution and Authentication. Two Officers At least one Officer shall sign execute the 2017 B Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a 2017 B Note no longer holds that office at the time the Trustee authenticates the Notesuch 2017 B Note is authenticated, the such 2017 B Note shall nevertheless be valid neverthelessvalid. A 2017 B Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the 2017 B Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional 2017 B Notes and 2017 B Exchange Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers such Authentication Order for such Additional 2017 B Notes or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the 2017 B Exchange Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the 2017 B Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate 2017 B Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Samples: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)

Execution and Authentication. Two Officers At least one Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 200,000,000 million of 11% Senior Subordinated Notes Due 2014 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers Company signed by two Officers or by an at least one Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Leasehold Resource Group LLC, SHG Holding Solutions Inc

Execution and Authentication. Two Officers One Officer of the Company shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notesuch Note is authenticated, the such Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been authenticated under this Indenture. On The Trustee shall, upon a written order of the Issue DateCompany signed by one Officer of the Company (an “Authentication Order”), the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order accordance with this Indenture. The Notes shall be dated their date of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. At any Registrartime and from time to time after the execution and delivery of this Indenture, Paying Agent or agent the Company may deliver Notes of any Series executed by the Company to the Trustee for service authentication, together with a Company Order for the authentication and delivery of notices such Notes, and demands.the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected in relying upon, an Opinion of Counsel stating:

Appears in 2 contracts

Samples: Great Elm Group, Inc., Great Elm Group, Inc.

Execution and Authentication. Two Officers shall sign the Notes for the Issuers each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature (which may be by facsimile) of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at At any time and from time to time thereafterafter the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany (an “Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue Notes are to be authenticated, and whether the Notes are to be issued as one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate principal amount of Notes is to which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (ExamWorks Group, Inc.), Indenture (Verity Administrators, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual, electronic or facsimile signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers Issuer signed by two Officers or by an one Officer directing the Trustee to authenticate and either an Assistant Treasurer or an Assistant Secretary of deliver the Issuers. Such order shall specify Notes and certifying that all conditions precedent to the amount issuance of the Notes to be authenticated and the date on which the contained herein have been complied with (an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes, provided that no Opinion of Counsel shall be required with respect to the authentication of the Initial Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after on the Issue Date, shall certify that . The aggregate principal amount of Notes outstanding at any time may not exceed such issuance is amount except as provided in compliance with Section 4.03SECTION 2.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service the Issuer or an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Samples: Indenture (Triumph Group Inc), Triumph Group Inc

Execution and Authentication. Two Officers The Notes shall sign be executed on behalf of the Company by two of the following officers: the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer and the Corporate Secretary of the Company. The signatures of any of these officers on the Securities may be manual, electronic or facsimile. Notes for bearing the Issuers by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Trustee authenticates the Note, the Note shall be valid neverthelessdate of such Notes. A Note shall not be valid until an authorized signatory authenticated by the manual or electronic signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers Company signed by two Officers or (an “Authentication Order”) accompanied by an Officer Officers’ Certificate and either an Assistant Treasurer or an Assistant Secretary Opinion of the Issuers. Such order shall specify the amount of the Counsel, authenticate Notes to be authenticated and the date on which the for original issue up to the aggregate Principal Amount of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03$44.0 million. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (Akoustis, Inc.), Indenture (Akoustis Technologies, Inc.)

Execution and Authentication. Two Officers shall sign the Senior Notes for the Issuers Anvil by manual or facsimile signature. Anvil's seal shall be reproduced on the Senior Notes and may be in facsimile form. If an Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Notea Senior Note is authenticated, the Senior Note shall nevertheless be valid neverthelessvalid. A Senior Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall upon a written order of Anvil signed by two Officers, authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Senior Notes for original issue in an up to the aggregate principal amount specified stated in a written order paragraph 4 of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary Senior Notes. The aggregate principal amount of the IssuersSenior Notes outstanding at any time may not exceed such amount except as provided in Section 2.7 hereof. Such The authentication order shall specify the amount which series of the Senior Notes to shall be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Anvil to authenticate the Senior Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Anvil or agent for service an Affiliate of notices and demandsAnvil.

Appears in 2 contracts

Samples: Indenture (Anvil Holdings Inc), Indenture (Cottontops Inc)

Execution and Authentication. Two Officers An authorized Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this IndentureAgreement. On the Issue Date, the The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers signed by two Officers or by Company in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officer's Certificate of the IssuersCompany (an "Authentication Order"). Such Each such written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is are to be authenticated andauthenticated, in and whether the case Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, the first such written order from the Company shall be accompanied by an Opinion of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Counsel. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Agreement to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service of notices and demandsthe Company.

Appears in 2 contracts

Samples: Amerco /Nv/, Amerco /Nv/

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, an Officers’ Certificate and an Opinion of Counsel and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNote by manual, electronic or facsimile signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: www.esunbank.com.tw, Lumen Technologies, Inc.

Execution and Authentication. Two Officers An Officer of each Issuer shall sign the Notes for the Issuers such Issuer by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 800,000,000 of 5.625% Senior Notes due 2026 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each Issuer (the Issuers“Issuer Order”). Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)

Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $300 million 3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.. ­33­

Appears in 2 contracts

Samples: ciusb.com.uy, wm.kgi.com.hk

Execution and Authentication. Two Officers officers shall sign the Notes for the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, an Officer’s Certificate and an Opinion of Counsel and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Collateral Agreement (Qwest Corp), Collateral Agreement (Qwest Corp)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 750 million of 2024 Notes and $500 million of 2026 Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 200 million aggregate principal amount of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Calumet Specialty Products Partners, L.P.), Calumet Specialty Products Partners, L.P.

Execution and Authentication. Two Officers officers shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed that amount except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Planet Hollywood International Inc, Planet Hollywood International Inc

Execution and Authentication. Two Officers An Officer of the Company shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 300.0 million of 5½% Senior Notes due 2022 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of (the Issuers“Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 3.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.035.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Summit Midstream Partners, LP)

Execution and Authentication. Two Officers shall At least one Officer of the Issuer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, the Trustee shall authenticate and deliver an aggregate principal amount of $300 350 million of 7.250% Senior Notes and, at any time due 2029 and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.02 and Section 2.14, in each case upon a written order of the Issuers Issuer signed by two Officers or by an at least one Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer (an “Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Supplemental Indenture (Pitney Bowes Inc /De/)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, Issuer (an “Authentication Order”) (i) in the case of an issuance the Initial Notes on the Issue Date and on the issue date of Additional Notes pursuant to Section 2.13 authenticate Notes for original issue that may be validly issued under this Indenture, and (ii) in the case of the case of Initial Notes after the Issue Date, shall certify that such issuance is note the “Schedule of Increases or Decreases in compliance with Section 4.03the Global Note” as instructed in the Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Credit Agreement (Alpha Natural Resources, Inc.)

Execution and Authentication. Two Officers shall At least one Officer of each of the Issuers must sign the Notes for the Issuers each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the Issuers. Such order shall specify Issuers (an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount of the Notes that may be validly issued under this Indenture including (i) Initial Notes for original issuance in an aggregate principal amount of $250,000,000 and (ii) subject to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.035.09, any Additional Notes for original issuance from time to time after the date hereof. All Notes issued under this Indenture (including Additional Notes and Exchange Notes) shall be treated as a single class of securities under this Indenture, including for purposes of any vote, consent, waiver or other act of Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (TitleMax of Virginia, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 255,927,000 of 97/8% Senior Notes due 2018 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Linn Energy, LLC)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notesuch Note is authenticated, the such Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been authenticated under this Indenture. On The Trustee shall, upon a written order of the Issue DateCompany signed by one Officer (an “Authentication Order”), the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order accordance with this Indenture. The Notes shall be dated their date of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. At any Registrartime and from time to time after the execution and delivery of this Indenture, Paying Agent or agent the Company may deliver Notes of any Series executed by the Company to the Trustee for service authentication, together with a Company Order for the authentication and delivery of notices such Notes, and demands.the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected in relying upon, an Opinion of Counsel stating:

Appears in 1 contract

Samples: Indenture (TimkenSteel Corp)

Execution and Authentication. Two Officers shall sign execute the Notes for Xxxxxxx and two officers shall execute the Issuers Notes for Mission, each by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateSubject to Section 4.09 hereof, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in of Notes which may be authenticated and delivered under this Indenture is unlimited. The Trustee shall, upon a written order of the Issuers signed by two Officers or by of each of Nexstar and Mission (an Officer and either an Assistant Treasurer or an Assistant Secretary “Authentication Order”), authenticate Notes for original issue, of the Issuers. Such order shall specify the amount of the Notes to which $325,000,000 will be authenticated and issued on the date on which of this Indenture. All Notes shall be dated the original issue date of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03their authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Nexstar Broadcasting Group Inc)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 250,000,000 of 113/4% Senior Notes due 2017 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Linn Energy, LLC

Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes Securities for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 1,350,000,000 of 9.500% Senior Secured Notes due 2029 and, at any time and from time to time thereafter, upon receipt of a Company Order, the Trustee shall authenticate and deliver Notes for original issue Additional Securities in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Notes Additional Securities to be authenticated and the date on which the original issue of Notes Additional Securities is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, and shall certify that such issuance is in compliance with Section 4.034.03 and Section 4.13. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (NCR Atleos, LLC)

Execution and Authentication. Two Officers An Officer of the Company shall sign the Notes for the Issuers Company by manual or facsimile signaturesignature and may be imprinted or otherwise reproduced. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 750 million of 5.95% Senior Notes Due 2020 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Expedia, Inc.)

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer and an Opinion of Counsel (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $575,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. At least one Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (ACCO BRANDS Corp)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the Company (an “Authentication Order”), authenticate Notes for original issue, of which (a) $300,000,000 in aggregate principal amount of the Notes to will be authenticated and the date issued on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, (b) any Additional Notes may be issued in the future as more fully set forth in Section 2.14 and (c) Exchange Notes may be issued in respect thereof pursuant to the Registration Rights Agreement. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The Initial Notes and any Additional Notes or Exchange Notes shall certify that such issuance is be treated as a single class, in compliance with Section 4.03each case for all purposes under this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Acadia Healthcare Company, Inc.)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a an Original Note no longer holds that office at the time the Trustee authenticates the Original Note, the Original Note shall be valid nevertheless. A At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Original Notes of any series executed by the Issuer to the Trustee for authentication, together with a written order of the Issuer in the form of an Officers’ Certificate for the authentication and delivery of such Original Notes, and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Original Notes. An Original Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Original Note. The signature shall be conclusive evidence that the Original Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Original Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Original Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: P T Indosat TBK

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon an Authentication Order authenticate and deliver any (i) Additional Notes and (ii) Exchange Notes or private exchange notes for original issue only in an aggregate Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersInitial Notes. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Hca Inc/Tn)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 500.0 million of 5.25% Senior Notes due 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trustee Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Verisign Inc/Ca)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 800.0 million of 5.250% Senior Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (MSCI Inc.)

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $250.0 million and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated. At least one Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to act in accordance with any letter of representations entered into by the Company and the Depositary.

Appears in 1 contract

Samples: Office Depot (Office Depot Inc)

Execution and Authentication. Two Officers of each of the Issuers shall sign the Notes for the Issuers by manual or facsimile signature. The seals of the Issuers, if any, shall be reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On The form of the Issue DateTrustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1 attached hereto. The Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the Issuers. Such order shall specify the amount of the , authenticate Notes to be authenticated and the date on which the for original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issue. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Issuers or agent for service Affiliates of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Remington Products Co LLC

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers Company by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of the Company’s order (an “Authentication Order”) signed by one Officer, authenticate and deliver $300 million the Initial Notes. In addition, subject to the terms of Notes andthis Indenture, at any time and time, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount to be determined at the time of issuance specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerstherein. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01, shall certify that such issuance is in compliance with Section 4.034.03 and Section 4.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Cogent Communications Holdings, Inc.)

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon an Authentication Order authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersany Additional Notes. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01 hereof, shall certify that such issuance is in compliance with Section 4.034.10 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Toys R Us Inc)

Execution and Authentication. Two Officers officers shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, an Officers’ Certificate and an Opinion of Counsel and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Centurylink, Inc)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in of $121,558,000 and PIK Notes upon a written order (an “Authentication Order”) of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue Notes are to be authenticated. The aggregate principal amount of Notes is to be authenticated and, in outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Wolverine Tube Inc)

Execution and Authentication. Two Officers One Officer of each of the Issuers shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture. On The Trustee shall, upon a written order of the Issuers signed by two Officers of each of the Issuers or by an Officer and an Assistant Treasurer or an Assistant Secretary of each of the Issuers (the “Authentication Order”), authenticate (i) on the Issue Date, the Trustee shall authenticate and deliver Date $300 million 402,024,000 in aggregate principal amount at maturity of Notes and, and (ii) at any time and from time to time thereafter, Additional Notes (subject to the Trustee shall authenticate and deliver Notes for original issue provisions of Section 2.13) in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerssuch order. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is are to be authenticated and, in and whether the case of an issuance of Additional Notes pursuant are to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03be Series A Notes or Series B Notes. The Trustee may appoint an authenticating agent reasonably (the “Authenticating Agent”) acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsan Issuer.

Appears in 1 contract

Samples: Sba Communications Corp

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 750 million of Original Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Alcoa Corp)

Execution and Authentication. Two Officers shall An Officer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Closing Date, the Trustee shall shall, upon receipt of a written order of the Issuer signed by an Officer (an "Authentication Order"), authenticate the Initial Notes for original issue up to (i) $750,000,000 in aggregate principal amount of 9.50% Senior Notes due 2016 and deliver $300 million (ii) €180,000,000 in aggregate principal amount of 9.50% Senior Notes due 2016, as the case may be, and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the NotesIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Virgin Media Inc.

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Issuer by manual or facsimile signature. The Issuer's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. The Guarantee shall be executed by one of the Officers of the Guarantor under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or a duly appointed Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee or duly appointed Authenticating Agent shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in Principal Amount at Maturity of $219,975,000 upon a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee aggregate Principal Amount at Maturity of Notes outstanding at any time may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference not exceed $219,975,000 except as provided in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demandsSection 2.6.

Appears in 1 contract

Samples: Indenture (Aerial Communications Inc)

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of the Issuer’s order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and after the Effective Date, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersany Additional Notes. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (GTT Communications, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 291,969,885 of 11.50% Senior Secured Second Lien Notes due 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, in and to whom the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03be registered and delivered. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Martin Midstream Partners L.P.)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, the Trustee shall authenticate and deliver an aggregate principal amount of $300 475.0 million of 8 3/4% Senior Subordinated Notes anddue 2014, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by two Officers or by one Officer (an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers"Authentication Order"). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Biltmore Surgery Center Holdings Inc

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 310,000,000 of 9 1/2% Senior Notes Due 2011 and, at any time and from time to time thereafterafter the execution and delivery of this Indenture, the Trustee shall authenticate and Company may deliver Notes executed by two Officers of the Company to the Trustee for original issue in an aggregate principal amount specified in authentication, together with a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 2.1 of the Indenture after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.3 of the Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Company agrees to pay any authenticating agent compensation for its services hereunder.

Appears in 1 contract

Samples: Indenture (Revlon Consumer Products Corp)

Execution and Authentication. Two Officers shall sign the Senior Notes for the Issuers Company by manual or facsimile signature. The Company's seal shall be reproduced on the Senior Notes and may be in facsimile form. If an Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Notea Senior Note is authenticated, the Senior Note shall nevertheless be valid neverthelessvalid. A Senior Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of the Issuers Company signed by two Officers or by (an Officer "Authentication Order"), authenticate Senior Notes consisting of Initial Senior Notes and either an Assistant Treasurer or an Assistant Secretary Additional Senior Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the IssuersSenior Notes. Such order In the case of Additional Senior Notes, the Authentication Order shall specify state that the amount of the Senior Notes to be authenticated and the date on which the original issue constitute Additional Senior Notes as provided for in this Indenture. The aggregate principal amount of Senior Notes is to be authenticated and, outstanding at any time may not exceed $250,000,000 except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Senior Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Leslie Resources Inc

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notesuch Note is authenticated, the such Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been authenticated under this Indenture. On The Trustee shall, upon a written order of the Issue Date, the Trustee shall Company signed by one Officer (an “Authentication Order”) authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order accordance with this Indenture. The Notes shall be dated their date of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. At any Registrartime and from time to time after the execution and delivery of this Indenture, Paying Agent or agent the Company may deliver Notes of any Series executed by the Company to the Trustee for service authentication, together with a Company Order for the authentication and delivery of notices such Notes, and demands.the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.1) will be fully protected in relying upon, an Opinion of Counsel stating:

Appears in 1 contract

Samples: Indenture (Lsi Industries Inc)

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Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 900.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 550.0 million of 4.750% Senior Notes due 2027 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trustee Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Verisign Inc/Ca)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate Notes will be authenticated and deliver $300 million of Notes and, at any time and delivered from time to time thereafter, on the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in Exchange Dates upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in and whether the case of an issuance of Additional Notes pursuant are to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03be Exchange Notes or Substitute Exchange Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Credit Agreement (Primacom Ag)

Execution and Authentication. Two One or more Responsible Officers of each Issuer shall sign the Notes for on behalf of the Issuers by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. A Note shall be dated the date of its authentication unless otherwise provided by resolution of the Board of Directors of the Issuers, a supplemental indenture or an Officer’s Certificate. On the Issue Closing Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of such Authentication Order for such Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of services of notices and demands.

Appears in 1 contract

Samples: Indenture (Delta Air Lines, Inc.)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 500 million of Original Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Alcoa Corp)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 325.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of the Initial 2019 Notes and the Initial 2022 Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in the applicable order, in each case upon a written order of the Issuers Issuer signed by two Officers or by an one Officer directing the Trustee to authenticate and either an Assistant Treasurer or an Assistant Secretary of deliver the Issuers. Such order shall specify Notes and certifying that all conditions precedent to the amount issuance of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03contained herein have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service the Issuer or an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Rock-Tenn Co of Texas)

Execution and Authentication. Two Officers of the Company shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $125,000,000 12% Senior Secured Notes due 2011, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02 and (3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes issued on the Issue Date, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.13, shall certify that such issuance is in compliance with Section 4.07.

Appears in 1 contract

Samples: Integrated Alarm Services (Integrated Alarm Services Group Inc)

Execution and Authentication. Two Officers At least one Officer of the Company shall sign the Notes for on behalf of the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver Notes in an aggregate principal amount of $300 million of Notes 750,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written an authentication order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the aggregate principal amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Pacific Drilling S.A.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 345,638,000 of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Natural Resource Partners Lp)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 700,000,000 of 3.250% Senior Notes due 2033 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (MSCI Inc.)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Company by manual manual, facsimile or facsimile other electronic (including “.pdf”) signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the The Trustee shall will authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver deliver: (i) Initial Notes for original issue in an aggregate principal amount specified of $400.0 million and (ii) if and when issued, Additional Notes, in each case upon receipt of a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany (an “Authentication Order”) and, in the case of Additional Notes, upon receipt of an Officer’s Certificate stating such Additional Notes are permitted to be incurred under Section 5.09 and are permitted to be secured as Parity Lien Debt under Section 5.12. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.033.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Bristow Group Inc.)

Execution and Authentication. Two Officers The Notes shall sign be executed by an Officer or any authorized signatory as identified in an Officers’ Certificate (pursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes for the Issuers shall be by manual or facsimile signaturesignature in the name and on behalf of the Company. If an any Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Notes shall be dated the date of their authentication. On the Issue Date, the Trustee shall authenticate and deliver $300 500.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue issue, in an aggregate principal amount specified each case upon the conditions and subject to the requirements provided in a written order Section 2.2 of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Appendix. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or with any RegistrarAffiliate of the Company. The Notes will be issued in registered form, Paying Agent or agent for service without coupons, and in minimum denominations of notices $2,000 and demandsintegral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Indenture (Phi Inc)

Execution and Authentication. Two Officers An Officer of the Company shall sign the Notes for the Issuers Company by manual manual, facsimile or facsimile signatureelectronic signature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 500,000,000 of 3.600% Senior Notes due 2023 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Expedia Group, Inc.)

Execution and Authentication. Two Officers shall At least one Officer of PES must sign the Notes for the Issuers PES by manual or facsimile signature. If an Officer of PES whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $300 million deliver: (i) on the date of Notes andthis Indenture, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified of $115 million of Notes, (ii) any Additional Notes in accordance with Section 4.09 hereof, which shall constitute a distinct issuance of Notes but be considered the same class and shall be in the same form as the Initial Notes and which are not limited in principal amount except as otherwise provided in Section 4.09, and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of the Issuers PES signed by two Officers or by (an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers“Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by PES pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers PES to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsPES.

Appears in 1 contract

Samples: Indenture (Platinum Pressure Pumping, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 250.0 million of 7⅞% Senior Notes due 2018 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Genesis Energy Lp)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 300.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Western Refining Logistics, LP)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, the Trustee shall authenticate and deliver an aggregate principal amount of $300 200.0 million of 8.125% Senior Subordinated Notes anddue 2014, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Issuers pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by two Officers or by one Officer (an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers“Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Supplemental Indenture (Kraton Polymers LLC)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 350.0 million of 5 3/4% Senior Notes due 2021 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

Execution and Authentication. Two Officers Any officer shall sign execute the Notes for the Issuers Company by facsimile or manual or facsimile signaturesignature in the name and on behalf of the Company. If an Officer the officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DatePursuant to and based upon a Company Order, the Trustee or an authenticating agent shall authenticate and deliver $300 million for original issue Notes in the aggregate principal amount at maturity of Notes and, at any time and from time to time thereafter, DM 100,000,000 provided that the Trustee shall authenticate and deliver Notes for original issue in be entitled to receive an aggregate principal amount specified in a written order Opinion of Counsel of the Issuers signed by two Officers or by an Officer Company in connection with such authentication and either an Assistant Treasurer or an Assistant Secretary delivery of the IssuersNotes. Such order Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount at maturity of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated andand delivered upon registration of transfer of, or in the case of an issuance of Additional exchange for, or in lieu of, other Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.06 or 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited Notes and such authenticating agent shall be compensated by the terms of such appointment, an Company. An authenticating agent may authenticate Notes whenever the Trustee may do so, except with regard to the original issuance of the Notes. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The provisions of Sections 7.01, 7.02 and 7.06 hereof shall be applicable to any Registrar, Paying Agent or agent for service of notices and demandsauthenticating agent.

Appears in 1 contract

Samples: Central European Media Enterprises LTD

Execution and Authentication. Two Officers One Officer of the Company shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 300,000,000 of 4.500% Senior Secured Notes due 2026 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order Company Order. A Company Order delivered to the Trustee in connection with the authentication of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order Notes under this Section shall specify the amount of the Notes to be authenticated and the date on which the original issue of such Notes is are to be authenticated andauthenticated, and in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue DateNotes, it shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Beacon Roofing Supply Inc)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 175 million principal amount of 6 ¼% Senior Notes due 2015 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Pacific Energy Partners Lp)

Execution and Authentication. Two Officers An Officer of the Company shall sign the Notes for the Issuers Company by manual manual, facsimile or facsimile signatureelectronic signature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 750,000,000 of 7.000% Senior Notes due 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Expedia Group, Inc.)

Execution and Authentication. Two Officers The Notes shall sign be executed by at least one Officer of the Notes for Issuer in accordance with the Issuers Issuer’s articles of association or other organizational documents or resolutions of the Board of Directors of the Issuer on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of such Authentication Order for such Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Aramark)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 750.0 million of 6.875% Senior Notes due 2021 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Inergy L P)

Execution and Authentication. Two Officers shall At least one Officer of the Issuer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, the Trustee shall authenticate and deliver an aggregate principal amount of $300 400 million of 6.875% Senior Notes and, at any time due 2027 and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.02 and Section 2.14, in each case upon a written order of the Issuers Issuer signed by two Officers or by an at least one Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer (an “Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Supplemental Indenture (Pitney Bowes Inc /De/)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. .A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 600,000,000 of 3.625% Senior Notes due 2031 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (MSCI Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 725.0 million of 8.875% Senior Notes due 2018 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Crosstex Energy Lp)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual manual, portable document format (.pdf) or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 1,400 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 3.14 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.035.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Access Midstream Partners Lp)

Execution and Authentication. Two Officers shall sign the Senior Notes for the Issuers Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Senior Notes and may be in facsimile form. If an Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid until an authorized signatory of the Trustee manually signs authenticates the certificate of authentication on the Senior Note. The signature of the Trustee on a Senior Note shall be conclusive evidence that the such Senior Note has been duly and validly authenticated and issued under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Senior Notes for original issue in an aggregate principal amount specified in of $150,000,000 upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated and, authenticated. The aggregate principal amount of Senior Notes outstanding at any time may not exceed $150,000,000 except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Issuers Company to authenticate the Senior Notes. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Harman International Industries Inc /De/

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 550.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two One or more Responsible Officers of each Co-Issuer shall sign the Notes for on behalf of the Co-Issuers by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. A Note shall be dated the date of its authentication unless otherwise provided by a board resolution, a supplemental indenture or an Officer’s Certificate. On the Issue Closing Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of such Authentication Order for such Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Co-Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of services of notices and demands.

Appears in 1 contract

Samples: Indenture (Spirit Airlines, Inc.)

Execution and Authentication. Two Officers At least one Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 200 million of the Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers Company signed by two Officers or by an at least one Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Glatfelter P H Co

Execution and Authentication. Two Officers shall At least one Officer of the Issuer must sign the Notes for the Issuers Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On The Trustee will, upon receipt of a written order of the Issue DateIssuer signed by an Officer of the Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue up to the aggregate principal amount of the Notes that may be validly issued under this Indenture including (i) Initial Notes for original issuance in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer $400,000,000 and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the (ii) subject to compliance with Sections 5.09 and 5.12, any Additional Notes for original issuance from time to be authenticated and time after the date on which the original issue hereof. All Notes issued under this Indenture (including Additional Notes) shall be treated as a single class of Notes is to be authenticated andsecurities under this Indenture, in the case including for purposes of an issuance any vote, consent, waiver or other act of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Intercreditor Agreement (Stonemor Inc.)

Execution and Authentication. Two Officers of each Issuer shall sign the Notes for the Issuers by manual or facsimile signature. In the case of Definitive Notes, such signatures may be imprinted or otherwise reproduced on such Notes. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in upon a written order of each of the Issuers signed by two Officers or by an Officer (an “Authentication Order”), authenticate Notes for issuance up to the aggregate principal amount stated in such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $26,000,000 in aggregate principal amount; provided further that the Additional Notes authenticated for issuance following the Issue Date shall not exceed the Interest and either an Assistant Treasurer or an Assistant Secretary of the IssuersLiquidated Damages paid by issuance thereof pursuant to Section 2.14 hereof. Such order The Authentication Order shall specify set forth the amount of the Notes to be authenticated and authenticated, the date on names in which the original issue of Notes is are to be authenticated and, in registered and where the case of an issuance of Additional Notes pursuant are to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03be delivered. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (TWC Holding Corp.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateUpon receipt of a written order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $300 400.0 million of 7.00% Senior Notes due 2027 on the Initial Issuance Date, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerssuch Authentication Order. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Global Partners Lp)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, the Trustee shall authenticate and deliver an aggregate principal amount at maturity of $300 100.0 million of 71/4% Senior Notes anddue 2011, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount at maturity specified in the written order of the Issuers pursuant to this Section 2.02, and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount at maturity of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by two Officers or by one Officer (an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers“Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Interactive Health, Inc.)

Execution and Authentication. Two Officers shall An Officer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Closing Date, the Trustee shall shall, upon receipt of a written order of the Issuer signed by an Officer (an "Authentication Order"), authenticate the Initial Notes for original issue up to (i) $600,000,000 in aggregate principal amount of 8.375% Senior Notes due 2019 and deliver $300 million (ii) £350,000,000 in aggregate principal amount of 8.875% Senior Notes due 2019, as the case may be, and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the NotesIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Virgin Media Inc.

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 800.0 million of 5.750% Senior Notes due 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (MSCI Inc.)

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