Authentication and Delivery Clause Samples
The 'Authentication and Delivery' clause defines the requirements and procedures for verifying the identity of parties and ensuring the proper transmission of documents or goods under the agreement. Typically, this clause outlines acceptable methods of authentication, such as digital signatures or secure login credentials, and specifies how and when delivery is considered complete, whether through electronic means, physical handover, or other agreed channels. Its core function is to prevent disputes by establishing clear standards for confirming identities and documenting successful delivery, thereby reducing the risk of fraud or miscommunication.
Authentication and Delivery. The Indenture Trustee will, on Issuer Order, authenticate and deliver the Notes for original issue in the Classes, Note Interest Rates and initial Note Balances as stated below. Class A-1a Notes 3.23 $1,226,000,000 Class A-1b Notes One-Month LIBOR + 0.24% $200,000,000 Class B Notes 3.38% $98,000,000 Class C Notes 3.55% $76,000,000
Authentication and Delivery. The Indenture Trustee will, on Issuer Order, authenticate and deliver the Notes for original issue in the Classes, Note Interest Rates and initial Note Balances as stated below (except that the Note Interest Rate for any Floating Rate Notes will not be less than 0.00%).
Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. T...
Authentication and Delivery. The Indenture Trustee will, on Issuer Order, authenticate and deliver the Notes for original issue in the Classes, Note Interest Rates and initial Note Balances as stated below (except that the Note Interest Rate for any Floating Rate Notes will not be less than 0.00%). Class Note Interest Rate Initial Note Balance Class A-1 Notes 3.633% $ 304,740,000 Class A-2a Notes 4.52% $ 319,040,000 Class A-2b Notes 30-day average SOFR + 0.52% $ 200,000,000 Class A-3 Notes 4.48% $ 519,040,000 Class A-4 Notes 4.59% $ 157,180,000 Class B Notes 5.03% $ 47,370,000 Class C Notes 5.22% $ 31,570,000
Authentication and Delivery. The Indenture Trustee will, on Issuer Order, authenticate and deliver the Notes for original issue in the Classes, Note Interest Rates and initial Note Balances as stated below. Class A-1a Notes 1.85% $1,325,700,000 Class A-1b Notes One-Month LIBOR* + 0.27% $100,000,000 Class B Notes 1.98% $98,300,000 Class C Notes 2.06% $76,000,000 _______________ * Upon the occurrence of a Benchmark Transition Event, One-Month LIBOR will be replaced by the appropriate Benchmark Replacement as set forth in Section 2.16 of the Indenture.
Authentication and Delivery. (a) On the Series Issuance Date, WEST shall sign, and shall direct the Indenture Trustee in writing pursuant to Section 2.01(c) of the Indenture to duly authenticate, and the Indenture Trustee, upon receiving such direction, (i) shall authenticate, subject to compliance with the conditions precedent set forth in Section 4.01 hereof, the Series 2007-A2 Notes in accordance with such written directions, and (ii) subject to compliance with the conditions precedent set forth in Section 4.01 hereof, shall deliver such Series 2007-A2 Notes to the initial Series 2007-A2 Holders, in accordance with such written directions.
(b) The Series 2007-A2 Notes are not being registered with the SEC and may not be sold, transferred or otherwise disposed of except to Institutional Accredited Investors and QIB’s that deliver an Investment Letter to the Indenture Trustee in compliance with the provisions of the Indenture and that, prior to the occurrence of a Conversion Event, are Eligible Transferees and execute and deliver an Assignment and Assumption with respect to the Series 2007-A2 Note Purchase Agreement.
(c) The Series 2007-A2 Notes shall be represented by one or more Series 2007-A2 Definitive Notes issued to the Series 2007-A2 Holders until the occurrence of a Conversion Event. After the occurrence of a Conversion Event, a Series 2007-A2 Holder that is a QIB and that holds all of the Series 2007-A2 Notes or all of the Series 2007-A2 Holders acting jointly may exchange its or their Series 2007-A2 Definitive Notes for an interest or interests in a Series 2007-A2 144A Book Entry Note in accordance with the requirements of the Indenture. WEST shall pay all costs of the Series 2007-A2 Holders incurred in connection with such exchange and registration.
(d) The Series 2007-A2 Notes shall be executed by manual or facsimile signature on behalf of WEST by any officer of the Owner Trustee and shall be substantially in the form of Exhibit A hereto, as applicable, with the appropriate legend required by Section 2.02 of the Indenture inscribed on the face thereof.
(e) The Series 2007-A2 Notes shall be issued in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof.
Authentication and Delivery. Subject to the immediately following paragraph, Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Warrant Certificates shall be numbered and shall be registered in the Warrant Register (as defined in Section 1.07
Authentication and Delivery. (a) All Notes shall be issued and delivered in accordance with the terms of this Agreement, the Global Notes and the Letter of Representations from the Bank to DTC dated November 11, 2009. All instructions regarding the completion and delivery of Notes shall be given in writing by an Authorized Representative by telex, telecopy, electronic transmission or other means acceptable to the Fiscal and Paying Agent. Upon receipt of such written instructions as described in the preceding sentence, the Fiscal and Paying Agent shall:
(i) manually authenticate such Global Note or Global Notes by any one of the officers of the Fiscal and Paying Agent duly authorized and designated by it for such purpose; and
(ii) deliver such Global Note or Global Notes to DTC or its nominees or retain and hold such Global Note or Global Notes as custodian for DTC pursuant to DTC’s instructions.
(b) Each Note shall bear an original issue date which shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of such original Note regardless of the date of issuance of any such subsequently issued Note.
(c) All instructions given by the Bank pursuant to this Section 2.3 must be received by the Fiscal and Paying Agent by 11 a.m., New York City time, on the Business Day (except as indicated in Sections 3.1(b) and 6.11) preceding the original issue date for the Global Notes. For all purposes under this Agreement, the term “Business Day” shall mean any day that is not a Saturday or Sunday and that, in The City of New York, New York, is not a day on which banking institutions are generally authorized or required by law to be closed. The Fiscal and Paying Agent shall not be required to perform any duties on any day that is not a Business Day.
Authentication and Delivery. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 3.03 of the Existing Indenture.
Authentication and Delivery. As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers 2012 Notes to the Trustee or Authenticating Agent for authentication after the initial issuance of 2012 Notes under this Indenture, the Company shall deliver a Supplemental Company Order in the form of EXHIBIT B to this Seventh Supplemental Indenture (which form shall be completed upon delivery with the series designation applicable to the 2012 Notes) for the authentication and delivery of such 2012 Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such 2012 Notes.