Common use of Certificated Notes Clause in Contracts

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s customary practices. JPMorgan shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 12 contracts

Samples: Issuing and Paying Agency Agreement (International Paper Co /New/), Issuing and Paying Agency Agreement (Cme Group Inc.), Issuing and Paying Agency Agreement (Pepco Holdings Inc)

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Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”"CERTIFICATED NOTES"), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s 's customary practices. JPMorgan shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s 's certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 2 contracts

Samples: Issuing and Paying Agency Agreement (Sysco Corp), Issuing and Paying Agency Agreement (Allegheny Technologies Inc)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized RepresentativeRepresentative of each of the Issuer and the Guarantor. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s customary practices. JPMorgan shall not have any liability to the Issuer or the Guarantor to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer and the Guarantor after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 2 contracts

Samples: Issuing and Paying Agency Agreement (Ingersoll Rand Co LTD), Issuing and Paying Agency Agreement (Ingersoll-Rand PLC)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s customary practices which shall meet or exceed industry standard safekeeping practices. JPMorgan shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 2 contracts

Samples: Issuing and Paying Agency Agreement (Dell Inc), Issuing and Paying Agency Agreement (Dell Inc)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer formform then agreed, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized RepresentativeRepresentative of each of the Issuer and the Guarantor. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s customary practices. JPMorgan shall not have any liability to the Issuer or the Guarantor to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer and the Guarantor after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Weatherford International LTD)

Certificated Notes. If and when the Issuer intends to issue certificated notes ("Certificated Notes"), the Issuer and JPMorgan Chase shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan Chase adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized RepresentativeRepresentative of each of the Issuer and each of the Guarantors. JPMorgan Chase will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s Chase's customary practices. JPMorgan Chase shall not have any liability to the Issuer or the Guarantors to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer and the Guarantors after completion thereof by JPMorganChase, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorganChase.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Telecomunicaciones De Puerto Rico Inc)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”"CERTIFICATED NOTES"), the Issuer and JPMorgan Chase shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan Chase adequate supplies of Certificated Notes which will be in bearer December 4, 1996 form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan Chase will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s Chase's customary practices. JPMorgan Chase shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s 's certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorganChase, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorganChase.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Penney J C Funding Corp)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“( Certificated Notes”Notes ), the Issuer and JPMorgan Chase shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan Chase adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan Chase will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s Chase s customary practices. JPMorgan Chase shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s Issuer s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorganChase, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorganChase.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Circus Circus Enterprises Inc)

Certificated Notes. If and when the Issuer intends to issue certificated notes ("Certificated Notes"), the Issuer and JPMorgan Chase shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan Chase adequate supplies of Certificated Notes which will be in bearer 112 form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan Chase will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s Chase's customary practices. JPMorgan Chase shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s 's certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorganChase, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorganChase.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Dentsply International Inc /De/)

Certificated Notes. If and when the an Issuer intends to issue certificated notes (“Certificated Notes”"CERTIFICATED NOTES"), the such Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the each Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized RepresentativeRepresentative of such Issuer and, in the case of Guaranteed Notes, the Guarantor. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the an Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the such Issuer in accordance with JPMorgan’s 's customary practices. JPMorgan shall not have any liability to an Issuer, or in the Issuer case of Guaranteed Notes, the Guarantor, to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative of an Issuer or, in the case of Guaranteed Notes, the Guarantor, on the date such signature was affixed shall bind such Issuer and, as the Issuer case may be, the Guarantor, after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Axa Financial Inc)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”"CERTIFICATED NOTES"), the Issuer and JPMorgan Chase shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan Chase adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan Chase will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s Chase's customary practices. JPMorgan Chase shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s 's certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorganChase, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorganChase.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Visteon Corp)

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Certificated Notes. If and when the Issuer intends to issue certificated notes ("Certificated Notes"), the Issuer and JPMorgan Chase shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan Chase adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan Chase will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s Chase's customary practices. JPMorgan Chase shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s 's certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorganChase, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorganChase.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Tyson Foods Inc)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan XX Xxxxxx shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan XX Xxxxxx adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan XX Xxxxxx will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer with all due care in accordance with JPMorgan’s XX Xxxxxx’x customary practices. JPMorgan XX Xxxxxx shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative, except for XX Xxxxxx’x own negligence, willful misconduct or bad faith. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorganXX Xxxxxx, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorganXX Xxxxxx.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Oracle Corp)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s customary practices, which shall meet or exceed industry standard safekeeping practices. JPMorgan shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (GP Cellulose Group LLC)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan’s customary practices. JPMorgan shall not have any liability to the Issuer or any of the Guarantors to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer and the Guarantors after completion and countersignature thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 1 contract

Samples: Master Issuing and Paying Agency Agreement (Lennar Corp /New/)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer with all due care in accordance with JPMorgan’s customary practices. JPMorgan shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative, except for JPMorgan’s own gross negligence or willful misconduct. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Oracle Corp)

Certificated Notes. If and when the Issuer intends to issue certificated notes (“Certificated Notes"), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer with all due care in accordance with JPMorgan’s customary practices. JPMorgan shall not have any liability to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative, except for JPMorgan’s own negligence, willful misconduct or bad faith. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.

Appears in 1 contract

Samples: Issuing and Paying Agency Agreement (Oracle Corp /De/)

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