Execution and Authentication; Additional Notes Clause Samples
The 'Execution and Authentication; Additional Notes' clause defines the procedures and requirements for formally signing and validating the agreement. It typically outlines how parties must execute the contract, such as requiring signatures (physical or electronic), and may specify who is authorized to sign on behalf of each party. Additionally, this clause can include supplementary instructions or clarifications related to the execution process, such as the use of counterparts or the necessity of witness signatures. Its core function is to ensure that the agreement is properly authenticated and legally binding, reducing the risk of disputes over the validity of the contract.
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue in the aggregate principal amount not to exceed $400,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after the following conditions have been met:
(1) Receipt by the Trustee of an Officers’ Certificate specifying
(A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated,
(B) whether such Notes are to be Initial Notes or Additional Notes,
(C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and
(D) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein).
(2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a qualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for U.S. federal income tax purposes.
(3) An order of the Company to the Trustee to authenticate such Notes.
(4) An Opinion of Counsel per Section 10.04 herein.
Execution and Authentication; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of the Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Guaranty for the Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or Guaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guaranty in respect thereof) 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. The Trustee shall authenticate (i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed $350,000,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including Section 10.6), in each case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuers,...
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Original Notes for original issue in the aggregate principal amount not to exceed $600,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company. after the following conditions have been met:
(1) Receipt by the Trustee of an Officers’ Certificate specifying
(A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(B) whether the Notes are to be Original Notes or, Additional Notes,
(C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(E) other information the Company may determine to include or the Trustee may reasonably request.
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue in the aggregate principal amount not to exceed $400,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after the following conditions have been met:
(1) Receipt by the Trustee of an Officers’ Certificate specifying
(A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated,
(B) whether such Notes are to be Initial Notes or Additional Notes,
(C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and
(D) other information the Company may determine to include or the Trustee may reasonably request.
(2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a qualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for U.S. federal income tax purposes.
Execution and Authentication; Additional Notes. (a) The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited; provided that upon initial issuance on the date hereof the aggregate principal amount of Notes outstanding shall not exceed $350,000,000, except for Notes issued upon exchange or registration of transfer of other Notes as provided herein and except as provided in Section 2.04 and 3.
Execution and Authentication; Additional Notes. An Officer of the Guarantor shall execute the Notes for the Guarantor by facsimile or manual signature in the name and on behalf of the Guarantor. 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.
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.
Execution and Authentication; Additional Notes. (a) The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited; provided that upon initial issuance on the date hereof the aggregate principal amount of Notes outstanding shall not exceed $500,000,000, except for Notes issued upon exchange or registration of transfer of other Notes as provided herein and except as provided in Sections 2.4 and 3.3(b). The Issuer may, without the consent of Holders of Notes, increase the principal amount of the Notes by issuing additional Notes in the future on the same terms and conditions, except for any difference in the issue date, issue price, Interest accrued prior to the issue date of the additional Notes and, if applicable, the first Interest Payment Date and the initial Interest accrual date, with the same CUSIP number as the Notes issued on the date hereof, so long as such additional Notes are fungible with the Notes issued on the date hereof for United States federal income tax purposes and shall carry the same right to receive accrued and unpaid Interest as the other Notes then outstanding; provided, however, that, notwithstanding the foregoing, (i) if the additional Notes are not fungible with the Notes for United States federal income tax purposes, the additional Notes will have a separate CUSIP number and (ii) if the Issuer has effected legal defeasance or covenant defeasance with respect to the Notes pursuant to Section 402 of the Base Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Base Indenture, no additional Notes may be issued. The Notes issued on the date hereof and any such additional Notes shall constitute a single series of debt Securities, and in circumstances in which the Indenture provides for the Holders of Notes to vote or take any action, the Holders of the Notes issued on the date hereof and any such additional Notes will vote or take that action as a single class.
(b) At any time and from time to time after the execution and delivery of this Third Supplemental Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed $500,000,000; and
(ii) additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer.
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by electronic or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,950,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company.
Execution and Authentication; Additional Notes. One Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, such Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by one Officer (an "AUTHENTICATION Order"), authenticate Notes for original issue up to the aggregate principal amount of $300.0 million, of which $200.0 million will be issued as Initial Notes on the Issue Date. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Company may, subject to Section 4.09 hereof and applicable law, issue Additional Notes under this Indenture. Any Additional Note issued under this Indenture (i) shall constitute an additional obligation of the Company, (ii) shall be governed by, and subject to the terms and entitled to the benefits of, this Indenture (including without limitation the Subsidiary Guarantees and all Liens, if any, hereafter granted to secure the Notes) and (iii) shall rank pari passu with all other Notes.