Execution and Authentication; Aggregate Principal Clause Samples
The "Execution and Authentication; Aggregate Principal" clause defines the requirements for properly signing and validating the agreement, as well as specifying how the total principal amount is determined when multiple parties or instruments are involved. In practice, this clause outlines the acceptable methods for executing the contract, such as electronic signatures or physical signatures, and may require that all parties' identities are verified before the agreement becomes effective. Additionally, it clarifies how the aggregate principal—meaning the combined total of all principal amounts covered by the agreement—is calculated, which is important in multi-party or multi-instrument transactions. The core function of this clause is to ensure that the contract is legally binding and enforceable, and that all parties have a clear understanding of the total financial commitment involved.
Execution and Authentication; Aggregate Principal. Amount. ------ Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. On July 28, 1999, the Trustee shall authenticate and deliver $130.0 million of 12% Senior Notes due July 15, 2009 in the form of Initial Notes. In addition, the Trustee shall authenticate Exchange Notes and Private Exchange Notes, as applicable, for original issue in the aggregate principal amount not to exceed $130.0 million, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate, provided that such Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Further, 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 each case upon receipt of a written order of the Company in the form of an Officers' Certificate. 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 2.15 after July 28, 1999, shall certify that such issuance will not be prohibited by Section 4.13. 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 Notes Indenture. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Notes 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 and ...