Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Suzano S.A.), Supplemental Indenture (Suzano S.A.)
Electronic Signatures and Transmission. Facsimile(a) For purposes of this Agreement, documents executedany reference to “written” or “in writing” means any form of written communication, scanned and transmitted electronically and including, without limitation, electronic signatures, including those created or and any such written communication may be transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and by electronic signatures having the same legal effect as original signaturestransmission. The term “electronic signature” shall mean any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each of the parties agree hereto agrees that this Indenture Agreement, any addendum or amendment hereto or any instrument, agreement or other document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign Act, UETA or any applicable lawsstate law. Each of the Issuer, rules the Owner Trustee and regulations in effect from time the Administrator are authorized to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation acceptedaccept written instructions, executed directions, reports, notices or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent other communications delivered by electronic transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and none of the Issuer, the Owner Trustee will not be responsible or liable the Administrator shall have any liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information delivered to the party involved Issuer, the Owner Trustee or in the form such party sent or intended to send (whether due to fraudAdministrator, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsas applicable, including, without limitation, the risk of the Issuer, the Owner Trustee or the Administrator acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties. The Owner Trustee shall not be liable for, and shall be indemnified and held harmless by the Issuer and the Servicer in accordance with Section 8.2 of this Agreement against any loss arising out of the use of electronic or digital signatures and electronic methods of submission with respect to this Agreement and any documents or notices delivered pursuant to this Agreement or the related documents, including the risk of the Owner Trustee acting on unauthorized instructions instructions, and the risk of interception and misuse by third parties.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.. [SIGNATURE PAGE TO FOLLOW IMMEDIATELY]
Appears in 1 contract
Samples: Suzano S.A.
Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for For purposes of this Base Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture Documents or related hereto Related Documents, any reference to “written” or thereto (“in writing” means any form of written communication, including, without limitation, addendumselectronic signatures, amendmentsand any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, noticesincluding the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, communications with respect to the delivery of securities or the wire transfer of funds directions, reports, notices or other communications) (“Executed Documentation”) may be acceptedcommunications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, executed directions, reports, notices or agreed other communications or information by Electronic Transmission is, in fact, a Person 146 authorized to through give such instructions, directions, reports, notices or other communications or information on behalf of the use of an electronic signature in accordance with applicable lawsparty purporting to send such Electronic Transmission, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on shall not have any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information to the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsTrustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in the Indenture, Indenture Documents or Related Documents, that a document, including any Notes, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission; provided that upon the request of any Noteholder that any of its Notes be delivered in physical form, the Issuer and the Trustee shall cooperate to deliver such Notes to such Noteholder in physical form as soon as reasonably practicable, but in no more than ten (10) Business Days from the date of such request in any event. Notwithstanding anything to the contrary in this Base Indenture, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process. [Signature Pages Follow] 147
Appears in 1 contract
Samples: Base Indenture (Wendy's Co)
Electronic Signatures and Transmission. Facsimile(a) For purposes of this Agreement, documents executedany reference to “written” or “in writing” means any form of written communication, scanned and transmitted electronically and including, without limitation, electronic signatures, including those created and any such written communication may be transmitted by electronic transmission. This Agreement, any documents to be delivered pursuant to this Agreement and any notices to be delivered to the Owner Trustee hereunder may be transmitted between the parties by e-mail to an e-mail address at which the recipient has consented to receive the same; provided that any instruction or transmitted through a software platform or application, notice to the Owner Trustee delivered by email shall not be deemed original signatures for purposes delivered until receipt of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having email has been confirmed by the same legal effect as original signaturesOwner Trustee. The term “electronic signature” shall mean any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each of the parties agree hereto agrees that this Indenture Agreement, any addendum or amendment hereto or any instrument, agreement or other document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) Agreement may be accepted, executed or agreed to by an authorized individual on behalf of the party through the use of of: (a) an electronic signature in accordance with the E-Sign Act, UETA or any applicable lawsstate law; (b) an original manual signature; or (c) a faxed, rules scanned or photocopied manual signature. Each electronic signature or faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and regulations admissibility in effect from time to time applicable to evidence as an original manual signature. Each of the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto are authorized to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto accept written instructions, directions, reports, notices or thereto. When the Trustee acts on any Executed Documentation sent other communications delivered by electronic transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission, ; and none of the Trustee will not be responsible or liable parties hereto shall have any liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that directions, reports, notices or other communications or information delivered to such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsparty, including, without limitation, the risk of such party acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties. The Owner Trustee shall be not liable for, and shall be indemnified and held harmless by the Issuer and the Servicer in accordance with Section 8.2 of this Agreement against any loss arising out of the use of electronic or digital signatures and electronic methods of submission with respect to this Agreement and any documents or notices delivered pursuant to this Agreement or the related documents, including the risk of the Owner Trustee acting on unauthorized instructions instructions, and the risk of interception and misuse by third parties.
Appears in 1 contract
Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for For purposes of this Base Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this other Indenture Documents or related hereto Related Documents, any reference to “written” or thereto (“in writing” means any form of written communication, including, without limitation, addendumselectronic signatures, amendmentsand any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, noticesincluding the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, communications with respect to the delivery of securities or the wire transfer of funds directions, reports, notices or other communications) (“Executed Documentation”) may be acceptedcommunications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, executed directions, reports, notices or agreed other communications or information by Electronic Transmission is, in fact, a Person authorized to through give such instructions, directions, reports, notices or other communications or information on behalf of the use of an electronic signature in accordance with applicable lawsparty purporting to send such Electronic Transmission, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on shall not have any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information to the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsTrustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in this Indenture, Indenture Documents or Related Documents, that a document, including any Notes, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit AMERICAS 94962794 150 delivery thereof by Electronic Transmission; provided that upon the request of any Noteholder that any of its Notes be delivered in physical form, the Master Issuer and the Trustee shall cooperate to deliver such Notes to such Noteholder in physical form as soon as reasonably practicable, but in no more than ten (10) Business Days from the date of such request in any event. Notwithstanding anything to the contrary in this Base Indenture, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process. [Signature Pages Follow]
Appears in 1 contract
Samples: Planet Fitness, Inc.
Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for For purposes of this Base Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture Documents or related hereto Related Documents, any reference to “written” or thereto (“in writing” means any form of written communication, including, without limitation, addendumselectronic signatures, amendmentsand any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, noticesincluding the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, communications with respect to the delivery of securities or the wire transfer of funds directions, reports, notices or other communications) (“Executed Documentation”) may be acceptedcommunications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, executed directions, reports, notices or agreed other communications or information by Electronic Transmission is, in fact, a Person authorized to through give such instructions, directions, reports, notices or other communications or information on behalf of the use of an electronic signature in accordance with applicable lawsparty purporting to send such Electronic Transmission, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on shall not have any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information to the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsTrustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in the Indenture, Indenture Documents or Related Documents, that a document, including any Notes, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission; provided that upon the request of any Noteholder that any of its Notes be delivered in physical form, the Issuer and the Trustee shall cooperate to deliver such Notes to such Noteholder in physical form as soon as reasonably practicable, but in no more than ten (10) Business Days from the date of such request in any event. Notwithstanding anything to the contrary in this Base Indenture, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission shall be encrypted. The recipient of the Electronic Transmission shall be required to complete a one-time registration process
Appears in 1 contract
Samples: Base Indenture (Wendy's Co)
