Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 3 contracts

Sources: Supplemental Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp), Purchase Agreement (Goodrich Petroleum Corp)

Execution and Authentication. (a) One Officer of the Company Two officers shall sign the New Notes for the Company Issuer by manual manual, electronic or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer officer whose signature is on a New Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the New Note, the New Note shall nevertheless be valid. (e) valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver New Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such New Note, an Officers’ Certificate and an Opinion of Counsel and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such New Note. A New Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the New Note. Such The signature shall be conclusive evidence that the New Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the New Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate New Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Note Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 3 contracts

Sources: Indenture (Level 3 Parent, LLC), Indenture (Level 3 Parent, LLC), Indenture (Level 3 Parent, LLC)

Execution and Authentication. (a) One Officer of the Company Two Officers shall sign the Notes for the Company each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver Notes upon a written order of the Issuers signed by an Officer of each of the Issuers (f) an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, and whether the Notes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuers.

Appears in 3 contracts

Sources: Indenture (Cco Holdings Capital Corp), Indenture (Charter Communications, Inc. /Mo/), Indenture (Cco Holdings Capital Corp)

Execution and Authentication. (a) One Officer of the Company Issuer shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is unlimited. (g) to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 3 contracts

Sources: Indenture (Western Digital Corp), Indenture, Indenture

Execution and Authentication. (a) One At least one Officer of each of the Company Issuers shall sign execute the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order on behalf each of the Company signed Issuers by manual, facsimile or electronic (in “.pdf” format) signature. If an Officer of any of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer Issuers whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture is unlimited. Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (g) an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuers.

Appears in 3 contracts

Sources: Indenture (J Crew Group Inc), Indenture (J Crew Group Inc), Restructuring Support Agreement (J Crew Group Inc)

Execution and Authentication. (a) One Officer Two Officers of the Company shall sign the Notes for the Company Company, by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by . If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a such Note is authenticated, the authenticated such Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature of the Trustee shall be conclusive evidence that the a Note has been authenticated under in accordance with the terms of this Indenture. . The Trustee, upon a written order of the Company signed by two Officers of the Company (f) an "Authentication Order"), shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order. Such Authentication 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. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentauthenticating agent of the Trustee. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company.

Appears in 3 contracts

Sources: Indenture (Esterline Technologies Corp), Indenture (Armor Holdings Inc), Indenture (O Charleys Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note Notes shall nevertheless be valid. (e) . At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until authenticated by the manual or facsimile signature of the TrusteeTrustee or an authenticating agent. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The aggregate Notes shall originally be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate the Notes for original issue in the principal amount of Notes the Notes, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which may oral instructions shall be authenticated and delivered under this Indenture is unlimited. (g) promptly confirmed in writing. Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (KKR Real Estate Finance Trust Inc.), Indenture (Redwood Trust Inc)

Execution and Authentication. (a) One An authorized Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Agreement. The Trustee shall authenticate Notes upon a written order of the Company in the form of an Officer's Certificate of the Company (f) The aggregate principal an "Authentication Order"). Each such written order shall specify the amount of Notes which may to be authenticated and delivered under this Indenture is unlimited. (g) the date on which the Notes are to be authenticated, and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, the first such written order from the Company shall be accompanied by an Opinion of Counsel. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Agreement to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Amerco /Nv/), Indenture (Amerco /Nv/)

Execution and Authentication. (a) One An Officer of the Company each Issuer shall sign the Notes for the Company such Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of signature which may be imprinted or otherwise reproduced thereon. If the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee. Such signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver $800,000,000 of 5.625% Senior Notes due 2026 and, 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 such order, in each case upon a written order of the Issuers signed by an Officer of each Issuer (the “Issuer Order”). Such order shall specify the amount of the Notes which may to be authenticated and delivered under this Indenture the date on which the original issue of Notes is unlimited. (g) to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 2 contracts

Sources: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)

Execution and Authentication. (a) One Officer of the Company Two Officers shall sign the Notes for the Company each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . 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; and the Trustee shall authenticate and deliver Notes upon a written order of the Company signed by an Officer of the Company (f) an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, and whether the Notes are to be issued as one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (ExamWorks Group, Inc.), Indenture (Verity Administrators, Inc.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company Issuer by manual manual, electronic or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual manual, electronic or facsimile signature of an authorized signatory of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall, upon a written order of the Issuer signed by one Officer directing the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (f) an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes, provided that no Opinion of Counsel shall be required with respect to the authentication of the Initial Notes on the Issue Date. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed such amount except as provided in SECTION 2.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Issuer or an Affiliate of the CompanyIssuer.

Appears in 2 contracts

Sources: Indenture (Triumph Group Inc), Indenture (Triumph Group Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of an authorized officer of the Trustee. Such 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 an Officer, authenticate (f1) Initial Notes for original issue up to an aggregate principal amount stated in paragraph 6 of the Initial Notes and (2) Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the Registration Rights Agreement, in exchange for Initial Notes for a like principal amount. The Trustee shall, upon a written order of the Company signed by an Officer, authenticate Additional Notes for original issue up to euro150,000,000 aggregate principal amount. Upon original issue, Additional Notes shall be treated as Initial Notes for all purposes of this Indenture, and upon exchange for Notes registered under the Securities Act pursuant to a Registered Exchange Offer, Additional Notes delivered in such exchange shall be treated as Exchange Notes for all purposes of this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) outstanding at any time shall not exceed the amount set forth herein, except as provided in Section 2.07. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders Holders, the Company or an Affiliate of the CompanyAffiliate.

Appears in 2 contracts

Sources: Indenture (NTL Communications Corp), Indenture (NTL Communications Corp)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee will, upon receipt of a written order of the Issuer signed by two Officers of the Issuer (fan “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including (a) $750,000,000 aggregate principal amount of Initial 2029 Notes to be issued on the date of this Indenture and any Additional 2029 Notes and (b) $750,000,000 aggregate principal amount of Initial 2032 Notes to be issued on the date of this Indenture and any Additional 2032 Notes. The aggregate principal amount of Notes which of a series outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed the aggregate principal amount of Notes of such series authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 2 contracts

Sources: Indenture (Sunoco LP), Indenture (Sunoco LP)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company and at least one Officer of each of the Guarantors must sign the Note Guarantee for such Guarantor, in each case, by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and deliver: (fi) on the date of this Indenture, an aggregate principal amount of $200.0 million of 105/8% Senior Secured Notes due 2014, (ii) any Additional Notes in accordance with Section 4.09 hereof, and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (CPM Holdings, Inc.), Indenture (CPM Holdings, Inc.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order . Typographic errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) Trustee. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs manually the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and make available for delivery Notes for original issue in the aggregate principal amount of $345,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (f) a “Company Order”). The Company Order shall specify the amount of Notes to be authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which each original issue of Notes is to be authenticated. The initial aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed $345,000,000 except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Appears in 2 contracts

Sources: Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $200 million aggregate principal amount of Initial Notes and, 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 such order, in each case upon receipt of a Company Order. Such Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated, the date on which may the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 2 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. (a) One At least one Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (eb) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (fc) The On the Issue Date, the Trustee shall, upon receipt of a written order and delivery instruction of the Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount of specified in such Authentication Order for such Additional Notes which may be authenticated and delivered under this Indenture is unlimitedissued hereunder. (gd) The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an a Paying Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 2 contracts

Sources: Subscription Agreement, Senior Secured Notes Indenture (Postmedia Network Canada Corp.)

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . On the Issue Date, the Trustee shall authenticate and deliver $750 million of 2024 Notes and $500 million of 2026 Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 2 contracts

Sources: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $250.0 million of 6.625% Senior Notes due 2021 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 2 contracts

Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee will, upon receipt of a written order of the Issuers signed by an Officer of each Issuer (f) an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The Authentication Order shall set forth the number of separate Note certificates, the principal amount of each of the Notes to be authenticated, the date on which may the original issue of Notes is to be authenticated authenticated, the registered holder of cash of the said Notes, and delivered under this Indenture is unlimited. (g) delivery instructions. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuers.

Appears in 2 contracts

Sources: Indenture (SITEL Worldwide Corp), Indenture (Catalog Resources, Inc.)

Execution and Authentication. (a) One Officer of the Company Issuer shall sign the Notes for the Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by signatures. If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized officer of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee shall authenticate and deliver Notes for original issue in the aggregate principal amount of not more than $120,000,000, pursuant to a written order of the Issuer signed by an Officer of the Issuer. The order shall specify the amount of Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) outstanding any time may not exceed $120,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar (as defined below), Paying Agent to deal with Holders (as defined below) or an Affiliate agent for service of the Companynotices demands.

Appears in 2 contracts

Sources: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver $325.0 million of Initial Notes and, 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 such order, in each case upon receipt of a Company Order. Such Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 2 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. (a) One Officer Two Officers of the Company shall sign the Notes for the Company Company, by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by . If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a such Note is authenticated, the authenticated such Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature of the Trustee shall be conclusive evidence that the a Note has been authenticated under in accordance with the terms of this Indenture. . The Trustee, upon a written order of the Company signed by two Officers of the Company (f) an “Authentication Order”), shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order. Such Authentication 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. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentauthenticating agent of the Trustee. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Esterline Technologies Corp), Indenture (Esterline Technologies Corp)

Execution and Authentication. (a) One Officer of the Company Issuer shall sign the Notes for the Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by signatures. If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized officer of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee shall authenticate and deliver Notes for original issue in the aggregate principal amount of not more than $40,000,000, pursuant to a written order of the Issuer signed by an Officer of the Issuer. The order shall specify the amount of Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) outstanding any time may not exceed $72,250,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar (as defined below), Paying Agent to deal with Holders (as defined below) or an Affiliate agent for service of the Companynotices demands.

Appears in 2 contracts

Sources: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. (a) One At least one Officer must execute the Notes on behalf of the Company shall sign the Notes for the Company Issuer by manual manual, facsimile or facsimile electronic signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual manual, facsimile or electronic signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee will, upon receipt of an Authentication Order, authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Such Authentication Order shall specify the principal amount of the Notes to be authenticated, the date on which the issue of the Notes is to be authenticated, if one or more of such Notes are to be Definitive Notes in the case of the Initial Notes, the number of separate Notes certificates to be authenticated, the registered Holder of each such Note and delivery instructions and, in the case of an issuance of Additional Notes after the Issue Date, shall certify that such issuance is in compliance with Sections 4.09 and 4.12. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 2 contracts

Sources: Indenture (StoneX Group Inc.), Indenture (Intl Fcstone Inc.)

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an one Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.094.07, of which $100.0 800.0 million will be issued on the date of this IndentureIssue Date. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for The Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only issued upon the valid surrender for cancellation of Initial Notes or Additional original issue as Global Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. A Note shall be dated the date of its authentication. (f) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. (g) The Trustee shall also authenticate and deliver Notes at the times and in the manner specified in Section 2.08, 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and 9.04 hereof.

Appears in 2 contracts

Sources: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.)

Execution and Authentication. (a) One At least one Officer shall execute the 2017 B Notes on behalf of the Company shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a 2017 B Note no longer holds that office at the time a such 2017 B Note is authenticated, the such 2017 B Note shall nevertheless be valid. (e) . A 2017 B Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or facsimile signature of the Trustee. Such The signature shall be conclusive evidence that the 2017 B Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture is unlimited. Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (g) an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional 2017 B Notes and 2017 B Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional 2017 B Notes or 2017 B Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate 2017 B Notes. An authenticating agent may authenticate 2017 B Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 2 contracts

Sources: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)

Execution and Authentication. (a) One At least one Officer of the Company shall sign execute the Notes for on behalf of the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (eb) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (fc) The On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an "Authentication Order"), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional Notes which may be authenticated and delivered under this Indenture pursuant to Section 2.01, shall certify that such issuance is unlimitedin compliance with Section 4.09. (gd) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Hudbay Minerals Inc.), Indenture (Hudbay Minerals Inc.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual manual, electronic or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note Notes shall nevertheless be valid. (e) . At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until authenticated by the manual signature of the TrusteeTrustee or an authenticating agent. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The aggregate Notes shall originally be issued only in registered form without coupons and only in minimum denominations of $1,000 of principal amount or in denominations that are any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate the Notes for original issue in the principal amount of Notes the Notes, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which may oral instructions shall be authenticated and delivered under this Indenture is unlimited. (g) promptly confirmed in writing. Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Redwood Trust Inc), Indenture (Redwood Trust Inc)

Execution and Authentication. (a) One Officer of the Company or more Officers shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . All Notes shall be dated the date of their authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer, (f1) The Original Notes for original issue on the date hereof in an aggregate principal amount of up to $81,075,497.50, and (2) subject to the terms of this Indenture, Additional Notes in an unlimited aggregate principal amount. Such order shall specify the amount of Notes to be authenticated, the date on which may the original issue of Notes is to be authenticated and delivered under this Indenture is unlimited. (g) whether the Notes are to be Original Notes or Additional Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 2 contracts

Sources: Indenture (Otelco Inc.), Indenture (Otelco Telecommunications LLC)

Execution and Authentication. (a) One At least one Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver $200,000,000 million of 11% Senior Subordinated Notes Due 2014 and, 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 such order, in each case upon a written order of the Company signed by at least one Officer of the Company. Such order shall specify the amount of the Notes which may to be authenticated and delivered under this Indenture the date on which the original issue of Notes is unlimited. (g) to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 2 contracts

Sources: Indenture (Leasehold Resource Group LLC), Indenture (SHG Holding Solutions Inc)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company and at least one Officer of each Guarantor must sign the Note Guarantee for such Guarantor, in each case, by manual or facsimile signature. (b) . The Trustee shall, upon a written order failure of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds to continue to hold that office at the time a Note is authenticated, authenticated will not affect the Note shall nevertheless be valid. (e) validity of the Note. A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and deliver: (fi) on the Issue Date, an aggregate principal amount of $216.5 million of Initial Notes, and (ii) Exchange Notes to be issued in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes, in each case upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”). The Trustee shall also authenticate and deliver Notes from time to time as contemplated elsewhere in this Indenture upon receipt of an Authentication Order. Each Authentication Order shall specify the Person(s) in the name(s) of which the Notes are to be registered, the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed $216.5 million, except as provided in Section 2.07. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of Holders, the CompanyCompany and its Affiliates.

Appears in 2 contracts

Sources: Indenture (Alon Refining Krotz Springs, Inc.), Indenture (Alon USA Energy, Inc.)

Execution and Authentication. (a) One At least one Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.01 hereof, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09 of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 2 contracts

Sources: Indenture (Allison Transmission Holdings Inc), Indenture (Allison Transmission Holdings Inc)

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature of the Trustee 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 (f) The an “Authentication Order”), authenticate Initial Notes for original issue on the Issue Date in aggregate principal amount at maturity not to exceed $97,000,000 (other than as provided in Section 2.07). The Trustee shall, upon receipt of one or more Authentication Orders, authenticate the Exchange Notes from time to time for issue only in exchange for a like principal amount at maturity of the Initial Notes. Each such Authentication Order shall specify the amount of Notes which may to be authenticated authenticated, whether the Notes are to be Initial Notes or Exchange Notes and delivered under this Indenture is unlimited. (g) whether the Notes are to be issued as Definitive Notes or Global Notes or such other information as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders Holders, the Company or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (North Atlantic Holding Company, Inc.)

Execution and Authentication. (a) One An Officer of the Company each Issuer shall sign the Notes for the Company on behalf of such Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by . If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer either Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $1,300,000,000 of 8.625% Senior Notes due 2020 and, 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 a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Linn Energy, LLC)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $250.0 million of 7⅞% Senior Notes due 2018 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Genesis Energy Lp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note Notes shall nevertheless be valid. (e) . At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until authenticated by the manual signature of the TrusteeTrustee or an authenticating agent. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The aggregate Notes shall originally be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate the Notes for original issue in the principal amount of Notes the Notes, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which may oral instructions shall be authenticated and delivered under this Indenture is unlimited. (g) promptly confirmed in writing. Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Redwood Trust Inc)

Execution and Authentication. The Notes shall be executed by an Officer or an authorized signatory as identified in an Officers’ Certificate (apursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) One Officer of the Company shall sign on the Notes for the Company shall be by manual or facsimile signature. (b) The Trustee shall, upon a written order signature in the name and on behalf of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) Company. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or authenticating agent authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature Trustee or authenticating agent manually signs the certificate of authentication on the TrusteeNote. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee or an authenticating agent shall, upon receipt of a Company Order, authenticate Initial Notes for original issue in an aggregate principal amount of $325,000,000. The aggregate principal amount of the Initial Notes which may be authenticated not exceed $325,000,000 except as provided in Section 2.07 hereof. The Company may issue, without the consent of the Holders, an unlimited aggregate principal amount of Additional Notes under the Indenture in accordance with Section 2.13, provided that such issuance is not prohibited by Section 4.09. The Trustee or an authorized agent, shall upon receipt of a Company Order and delivered under this Indenture is unlimited. (g) an Officers’ Certificate and Opinion of Counsel pursuant to Section 13.04 authenticate Additional Notes for original issue in an aggregate principal amount set forth in the Company Order. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authentication agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 in principal amount and any integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Penn National Gaming Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $400 million aggregate principal amount of Initial Notes and, 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 such order, in each case upon receipt of a Company Order. Such Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated, the date on which may the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. (a) One Officer Two Officers of the Company shall sign the Notes each Note for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. (e) . Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth in Section 11.04. A Note shall not be valid until authenticated by the manual signature of the Trustee. Such , and the Trustee’s signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The aggregate principal amount form of Trustee’s certificate of authentication to be borne by the Notes which may shall be authenticated and delivered under this Indenture is unlimited. (g) substantially as set forth in Exhibit A. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or any of its Affiliates. The Trustee (i) shall authenticate Initial Notes for original issue in the aggregate principal amount of $800,000,000 and (ii) shall authenticate Additional Notes, in each case, as otherwise set forth in Appendix A and, in the case of Additional Notes only, upon receipt of an Affiliate Officers’ Certificate and an Opinion of Counsel. The Officers’ Certificate shall also specify the amount of Additional Notes to be authenticated and the date on which the Additional Notes are to be authenticated. Upon receipt of a written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company.

Appears in 1 contract

Sources: Indenture (Gray Television Inc)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company Issuers by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. . The Trustee shall authenticate and deliver: (fi) The on the Issue Date, an aggregate principal amount of $475.0 million 8 3/4% Senior Subordinated Notes which may due 2014, (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by one Officer (an "Authentication Order"). Such Authentication Order shall specify the amount of the Notes to be authenticated and delivered under this Indenture the date on which the original issue of the Notes is unlimited. (g) to be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuers.

Appears in 1 contract

Sources: Indenture (Biltmore Surgery Center Holdings Inc)

Execution and Authentication. (a) One Officer of the Company Two Officers shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) . The Trustee shallIssuer's seal shall be impressed, upon a written order affixed, imprinted or reproduced on the Notes and may be in facsimile form. The Guarantee shall be executed by one of the Company signed by an Officer Officers of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, Guarantor under its corporate seal reproduced thereon attested by its Secretary or one of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) its Assistant Secretaries. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee or a duly appointed Authenticating Agent manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee or duly appointed Authenticating Agent shall authenticate and deliver Notes for issue in an aggregate principal Principal Amount at Maturity of $226,245,000 upon a written order of the Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuer. Such order shall specify the amount of the Notes which may to be authenticated and delivered under this Indenture the date on which the issue of Notes is unlimitedto be authenticated. The aggregate Principal Amount at Maturity of Notes outstanding at any time may not exceed $226,245,000, except as provided in Section 2.6. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (American Portable Telecom Inc)

Execution and Authentication. (a) One At least one Officer of the Company each Issuer shall sign execute the Notes for the Company on behalf of such Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture is unlimited. Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (g) an “Authentication Order”), authenticate and deliver the Notes in an aggregate principal amount of $298,436,000. If additional Initial Notes are to be issued upon consummation of the Subordinated Notes Exchange Offer, such Initial Notes will, upon receipt of an Authentication Order, be authenticated and delivered by the Trustee. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuers.

Appears in 1 contract

Sources: Indenture (DJO Finance LLC)

Execution and Authentication. (a) One Officer of the Company Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $550,000,000 upon a written order of the Issuer in the form of an Officer’s Certificate. In addition, the Trustee shall authenticate Notes which may thereafter in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.10) for original issue upon a written order of the Issuer in the form of an Officer’s Certificate. Each such Officer’s Certificate shall specify the amount of Notes to be authenticated and delivered under this Indenture is unlimited. (g) the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate the Issuer and Affiliates of the CompanyIssuer. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Trestle Transport, Inc.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . Upon receipt of a written order signed by an Officer of each Issuer (f) The an “Authentication Order”), the Trustee shall authenticate and deliver $300.0 million of 7.000% Senior Notes due 2023 on the Initial Issuance Date, and, 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 such Authentication Order. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual manual, facsimile or facsimile signature. (b) The Trustee shall, upon a written order of electronic signature which may be imprinted or otherwise reproduced thereon. If the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee. Such signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver $500,000,000 of 3.600% Senior Notes due 2023 and, 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 such order, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify the amount of the Notes which may to be authenticated and delivered under this Indenture the date on which the original issue of Notes is unlimited. (g) to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Expedia Group, Inc.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver $53,749,957 of 10.00% Senior Secured 1.5 Lien Notes due 2024 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and delivered under this Indenture is unlimited. (g) to whom the Notes shall be registered and delivered. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Martin Midstream Partners L.P.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . Upon receipt of a written order signed by an Officer of each Issuer (f) The an “Authentication Order”), the Trustee shall authenticate and deliver $375.0 million of 6.25% Senior Notes due 2022 on the Initial Issuance Date, and, 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 such Authentication Order. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. (a) One Officer Two Officers of the Company each Issuer shall sign the Notes for the Company Issuers by manual or facsimile signature. (b) The Trustee shall, upon a written order . In the case of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Definitive Notes, as the case such signatures may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) be imprinted or otherwise reproduced on such Notes. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual or facsimile signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall, upon a written order of each of the Issuers signed by an Officer (f) The an “Authentication Order”), authenticate Notes for issuance up to the aggregate principal amount stated in such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $26,000,000 in aggregate principal amount; provided further that the Additional Notes authenticated for issuance following the Issue Date shall not exceed the Interest and Liquidated Damages paid by issuance thereof pursuant to Section 2.14 hereof. The Authentication Order shall set forth the amount of the Notes to be authenticated, the names in which may the Notes are to be authenticated registered and delivered under this Indenture is unlimited. (g) where the Notes are to be delivered. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuers.

Appears in 1 contract

Sources: Indenture (TWC Holding Corp.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . Upon receipt of a written order signed by an Officer of each Issuer (f) The an “Authentication Order”), the Trustee shall authenticate and deliver $400.0 million of 7.00% Senior Notes due 2027 on the Initial Issuance Date, and, 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 such Authentication Order. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company Issuers by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and deliver: (fi) The on the Issue Date, an aggregate principal amount at maturity of $100.0 million 71/4% Senior Notes which may due 2011, (ii) Additional Notes for an original issue in an aggregate principal amount at maturity specified in the written order of the Issuers pursuant to this Section 2.02, and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount at maturity of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by one Officer (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and delivered under this Indenture the date on which the original issue of the Notes is unlimited. (g) to be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuers.

Appears in 1 contract

Sources: Indenture (Interactive Health, Inc.)

Execution and Authentication. (a) One Officer of the Company Two Officers shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a an Original Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Original Note, the Original Note shall nevertheless be valid. (e) A valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Original Notes of any series executed by the Issuer to the Trustee for authentication, together with a written order of the Issuer in the form of an Officers’ Certificate for the authentication and delivery of such Original Notes, and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Original Notes. An Original Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Original Note. Such The signature shall be conclusive evidence that the Original Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Original Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Original Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (P T Indosat TBK)

Execution and Authentication. (a) One At least one Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture is unlimited. Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (gan “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any (i) Additional Notes and (ii) Exchange Notes or private exchange notes for issue only in an Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes. Such Authentication Order shall specify the amount of the Notes to be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 1 contract

Sources: Indenture (Hca Inc/Tn)

Execution and Authentication. (a) One Officer The Notes shall be executed on behalf of the Company shall sign by any Officer. The signature of the Officer on the Notes for the Company by may be manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) facsimile. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. At any time after the Issue Date, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Notes, and the Trustee, in accordance with such written order of the Company, shall authenticate and deliver such Notes. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Notes shall originally be issued only in registered form without coupons and only in minimum denominations of $1,000 of principal amount and any integral multiple thereof. The aggregate principal amount of Notes which that may be authenticated and delivered by the Trustee under this Indenture is unlimited. (g) initially limited to $350,000,000, subject to Section 2.14 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Sections 2.06, 2.07, 2.09, 2.12, 3.07, 9.07 and 10.02 hereof. The Trustee may appoint authenticating agents. The Trustee may at any time after the Issue Date appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so, except any Notes issued pursuant to Section 2.07 hereof. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent right to deal with Holders or an Affiliate of the CompanyCompany as the Trustee with respect to such matters for which it has been appointed.

Appears in 1 contract

Sources: Indenture (Rh)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order . Typographic errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) Trustee. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs manually the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and make available for delivery Notes for original issue in the aggregate principal amount of $50,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (f) a “Company Order”). The Company Order shall specify the amount of Notes to be authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which each original issue of Notes is to be authenticated. The initial aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed $50,000,000 except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Technitrol Inc)

Execution and Authentication. (a) One An Officer for each of the Company and the Corporate Issuer shall sign the Notes for the Company and the Corporate Issuer, respectively, by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (fb) On the Issue Date, the Trustee shall authenticate and deliver $375,000,000 of 5.875% Senior Notes Due 2023 and, 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 by the Issuers, in each case upon a written order of the Issuers signed by an Officer. 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 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.06. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture outstanding at any time is unlimited. (gc) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Shea Homes Limited Partnership)

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe U.S. Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeU.S. Trustee manually or electronically signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . On the Issue Date, the U.S. Trustee shall authenticate and deliver $850.0 million of 3.875% Senior Notes due 2029 and, at any time and from time to time thereafter, the U.S. Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in a Company Order. Such Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) . The U.S. Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the U.S. Trustee may do so. Each reference in this Indenture to authentication by the U.S. Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The U.S. Trustee shall receive a Company Order in connection with all requests to deal with Holders or an Affiliate of the Companyauthenticate Notes under this Indenture.

Appears in 1 contract

Sources: Indenture (Open Text Corp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $225.0 million of 8.125% Senior Notes due 2016 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Copano Energy, L.L.C.)

Execution and Authentication. (a) One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual manual, facsimile or facsimile electronic signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture is unlimited. First Supplemental Indenture. The Trustee shall authenticate and deliver Notes for original issue on the Issue Date in the aggregate principal amount of (gx) in the case of the 2029 Notes, $500,000,000 and (y) in the case of the 2032 Notes, $500,000,000 in each case, upon a written order of the Company in the form of an Officer’s Certificate. In addition, the Trustee shall authenticate and deliver Additional Notes from time to time thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this First Supplemental Indenture) for original issue upon a written order of the Company in the form of an Officer’s Certificate. Each such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this First Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: First Supplemental Indenture (Western Digital Corp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $725.0 million of 8.875% Senior Notes due 2018 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Crosstex Energy Lp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual manual, portable document format (.pdf) or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $1,400 million of Notes and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 3.14 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 5.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: First Supplemental Indenture (Access Midstream Partners Lp)

Execution and Authentication. (a) One An Officer for each of the Company and the Corporate Issuer shall sign the Notes for the Company and the Corporate Issuer, respectively, by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (fb) On the Issue Date, the Trustee shall authenticate and deliver $375,000,000 of 6.125% Senior Notes Due 2025 and, 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 by the Issuers, in each case upon a written order of the Issuers signed by an Officer. 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 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.06. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture outstanding at any time is unlimited. (gc) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Shea Homes Limited Partnership)

Execution and Authentication. (a) One Officer of the Company Two Officers shall sign the Senior Notes for the Company by manual or facsimile signature. (b) . The Company's seal shall be impressed, affixed, imprinted or reproduced on the Senior Notes and may be in facsimile form. If an Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Senior Note. The signature of the Trustee on a Senior Note shall be conclusive evidence that such Senior Note has been duly and validly authenticated and issued under this Indenture. The Trustee shall, shall authenticate and deliver Senior Notes for original issue in an aggregate principal amount of $150,000,000 upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (an “Authentication Order”) delivered to Company. Such order shall specify the Trustee from time to time, authenticate and deliver Notes for date on which the original issue without limit as of Senior Notes is to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Senior Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed $150,000,000 except as provided in Section 2.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Senior Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Harman International Industries Inc /De/)

Execution and Authentication. (a) One Officer Two Officers of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.. The form of the Trustee’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon a written order of the Company signed by two Officers of the Company directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, authenticate: (fi) The Original Notes for original issue on the Closing Date up to the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.$31,500,000; and (gii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount that, together with the aggregate principal amount of all other Notes then outstanding, shall not exceed $50,000,000. Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate Affiliates of the Company.

Appears in 1 contract

Sources: Indenture (United Community Banks Inc)

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee authenticates the Note. The signature of the Trustee. Such signature Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture. . The Trustee shall, upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (fthe “Authentication Order”), authenticate (i) The on the Issue Date $250,000,000 in aggregate principal amount of Notes which may and (ii) at any time and from time to time thereafter, Additional Notes (subject to the provisions of Section 2.13) in an aggregate principal amount specified in such order. Such Authentication Order shall specify the amount of the Notes to be authenticated and delivered under this Indenture is unlimited. (g) the date on which the Notes are to be authenticated and whether the Notes are to be Series A Notes or Series B Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Company to authenticate Notes. An authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Sba Communications Corp)

Execution and Authentication. (a) One Officer of the Company Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $575,000,000 upon a written order of the Issuer in the form of an Officer’s Certificate. In addition, the Trustee shall authenticate Notes which may thereafter in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.10) for original issue upon a written order of the Issuer in the form of an Officer’s Certificate. Each such Officer’s Certificate shall specify the amount of Notes to be authenticated and delivered under this Indenture is unlimited. (g) the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate the Issuer and Affiliates of the CompanyIssuer. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (PGT Innovations, Inc.)

Execution and Authentication. (a) One At least one Officer of the Company shall Issuer must sign the Notes for the Company Issuer by manual manual, facsimile or facsimile electronic signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee will, upon receipt of a written order of the Issuer signed by an Officer of the Issuer (f) The an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount of the Notes which that may be authenticated and delivered validly issued under this Indenture is unlimited. including (gi) Initial Notes for original issuance in an aggregate principal amount of $400,000,000 and (ii) subject to compliance with Sections 5.09 and 5.12, any Additional Notes for original issuance from time to time after the date hereof. All Notes issued under this Indenture (including Additional Notes) shall be treated as a single class of securities under this Indenture, including for purposes of any vote, consent, waiver or other act of Holders. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Stonemor Inc.)

Execution and Authentication. (a) One An Officer of the Company shall must sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of . If the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual or facsimile signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . On the Closing Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Officer (fan “Authentication Order”), authenticate the Initial Notes for original issue up to (i) The £ million in aggregate principal amount of % Senior Notes which due 2016 and (ii) $ million in aggregate principal amount of % Senior Notes due 2016, as the case may be authenticated be, and, upon delivery of any Authentication Order at any time and delivered under this Indenture is unlimited. (g) from time to time thereafter, the Trustee shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in such Authentication Order. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 1 contract

Sources: Indenture (NTL:Telewest LLC)

Execution and Authentication. (a) One Officer Two Officers of the Company Issuer shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. . The Issuer may, subject to compliance with Section 4.09 of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Closing Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. The Trustee shall, upon a written order of the Issuer signed by two Officers of the Issuer (g) an "AUTHENTICATION ORDER"), authenticate Notes for original issue on the date hereof of $125.0 million. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an Authentication Order, authenticate Notes for original issue in aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may 28 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 1 contract

Sources: Indenture (Digitalnet Holdings Inc)

Execution and Authentication. (a) One At least one Officer of the Company Issuer shall sign the Notes for on behalf of the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver Notes in an aggregate principal amount of $500,000,000 and, 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 a written order of the Issuer. Such order shall specify the aggregate principal amount of the Notes to be authenticated, the date on which may the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Pacific Drilling S.A.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual manual, portable document format (.pdf) or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $750.0 million of Notes and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 3.14 hereof after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 5.09 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Third Supplemental Indenture (Access Midstream Partners Lp)

Execution and Authentication. (a) One Officer The Notes shall be executed on behalf of the Company shall sign by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of the Manager and on behalf of Finance Corp. by its Chairman of the Board, its Chief Executive Officer, its President or any of its Vice Presidents, under its corporate seal reproduced or imprinted on the Notes for by facsimile or otherwise, and shall be attested by the Company by manual Secretary or facsimile signature. (b) The Trustee shall, upon a written order any Assistant Secretary of the Company signed by Manager and Finance Corp. If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, Manager or of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer Finance Corp. whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee shall, upon a written order of the Issuers signed by an Officer of each of the Manager, on behalf of the Company, and of Finance Corp., authenticate Notes for original issue up to $225,000,000. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed $225,000,000, except as provided in Section 2.7 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with Holders the Issuers or an Affiliate of the CompanyIssuers.

Appears in 1 contract

Sources: Indenture (U S Timberlands Co Lp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $650.0 million aggregate principal amount of Notes and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the aggregate principal amount of the Notes to be authenticated, the date on which may the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Mid-States Oilfield Supply LLC)

Execution and Authentication. (a) One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The aggregate principal amount of Notes which may be duly authenticated and delivered under this Indenture is unlimited. Indenture. The Trustee shall authenticate and deliver Notes for original issue on the Issue Date in the aggregate principal amount of $2,300,000,000 upon a written order of the Company in the form of an Officer’s Certificate. In addition, the Trustee shall authenticate and deliver Additional Notes from time to time thereafter in unlimited amount (gso long as not otherwise prohibited by the terms of this Indenture) for original issue upon a written order of the Company in the form of an Officer’s Certificate. Each such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Western Digital Corp)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company and at least one Officer of each of the Guarantors must sign the Note Guarantee for such Guarantor, in each case, by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and deliver: (fi) on the date of this Indenture, an aggregate principal amount of $210.0 million of 113/4% Senior Secured Notes due 2017, (ii) any Additional Notes in accordance with Section 4.09 hereof, and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Interhealth Facility Transport, Inc.)

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and make available for delivery Notes for original issue, upon receipt of a written order or orders of the Company signed by an Officer (fa “Company Order”): (i) The pursuant to the Purchase Agreement, in the aggregate principal amount of up to $475,000,000 and (ii) from time to time, in such aggregate principal amount as shall be established for any Additional Notes which may established pursuant to the respective Officers’ Certificate in respect thereof delivered pursuant to Section 2.14. The Company Order shall specify the amount of Notes to be authenticated and delivered under this Indenture is unlimited. (g) shall state the date on which such Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Central European Media Enterprises LTD)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by . If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $300.0 million of 7½% Senior Notes due 2021 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Summit Midstream Partners, LP)

Execution and Authentication. (a) One Officer of the Company or more Officers shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . All Notes shall be dated the date of their authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer, (f1) The Original Notes for original issue on the date hereof in an aggregate principal amount of up to $73,615,680 (or $80,127,549, if the Option is exercised within 30 days of the Issue Date), and (2) subject to the terms of this Indenture, Additional Notes in an unlimited aggregate principal amount. Such order shall specify the amount of Notes to be authenticated, the date on which may the original issue of Notes is to be authenticated and delivered under this Indenture is unlimited. (g) whether the Notes are to be Original Notes or Additional Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Brindlee Mountain Telephone Co)

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver $300,000,000 of 4.500% Senior Secured Notes due 2026 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in a Company Order. A Company Order delivered to the Trustee in connection with the authentication of Notes which may under this Section shall specify the amount of Notes to be authenticated and delivered under this Indenture the date on which such Notes are to be authenticated, and in the case of Additional Notes, it shall certify that such issuance is unlimited. (g) in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Beacon Roofing Supply Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order . Typographic errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) Trustee. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs manually the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and make available for delivery Notes for original issue in the aggregate principal amount of $550,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (f) a “Company Order”). The Company Order shall specify the amount of Notes to be authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which each original issue of Notes is to be authenticated. The initial aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed $550,000,000 except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Micron Technology Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $175 million principal amount of 6 ¼% Senior Notes due 2015 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes which may to be authenticated and delivered under this Indenture the date on which the original issue of Notes is unlimited. (g) to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Pacific Energy Partners Lp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by . If an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $300.0 million of 5½% Senior Notes due 2022 and, 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 such order, in each case upon a written order of the Issuers (the “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 3.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 5.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: First Supplemental Indenture (Summit Midstream Partners, LP)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed and attested by an another Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million by manual or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Agreement. The form of Trustee's certificate of authentication of the Notes shall be substantially as set forth in Exhibit A or Exhibit B, as applicable, attached hereto. The Trustee shall authenticate Notes upon a written order of the Company in the form of an Officers' Certificate of the Company (f) The aggregate principal an "Authentication Order"). Each such written order shall specify the amount of Notes which may to be authenticated and delivered under this Indenture is unlimited. (g) the date on which the Notes are to be authenticated, and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, the first such written order from the Company shall be accompanied by an opinion of counsel of the Company in a form reasonably satisfactory to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Agreement to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Amerco /Nv/)

Execution and Authentication. (a) One Officer Two Officers of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.. The form of the Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon a written order of the Company signed by two Officers of the Company directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, authenticate: (fi) The Notes for original issue on the Closing Date up to the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.$35,000,000; and (gii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount that, together with the aggregate principal amount of all other Notes then outstanding, shall not exceed $35,000,000. Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or an Affiliate Affiliates of the Company.

Appears in 1 contract

Sources: Indenture (United Community Banks Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $200.0 million of Initial Notes and, 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 such order, in each case upon receipt of a Company Order. Such Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. (a) One An Officer of the Company Issuer shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of signature which may be imprinted or otherwise reproduced thereon. If the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (eb) A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee. Such signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. (fc) The On the Issue Date, the Trustee shall authenticate and deliver $600,000,000 of 6.500% Senior Notes due 2029 and, 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 such order, in each case upon a written order of the Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such order shall specify the amount of the Notes which may to be authenticated and delivered under this Indenture the date on which the original issue of Notes is unlimitedto be authenticated. (gd) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Hess Midstream LP)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Initial Issuance Date, the Trustee shall authenticate and deliver $200 million of 8.25% Senior Notes due 2016 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Inergy L P)

Execution and Authentication. (a) One At least one Officer of the Company shall Issuer must sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. . The Trustee shall authenticate and deliver: (fi) The on the Issue Date, an aggregate principal amount of $500.0 million 5.875% Senior Notes which may due 2027 and (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.02 and Section 2.14, in each case upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and delivered under this Indenture the date on which the original issue of the Notes is unlimited. (g) to be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 1 contract

Sources: Indenture (Taylor Morrison Home Corp)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order . Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) Trustee. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually or electronically signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate and make available for delivery the Notes for original issue in an initial aggregate principal amount of $1,600,000,000 and Additional Notes as contemplated by Section 2.1(c) hereof, upon receipt of a written order of the Company signed by an Officer of the Company (f) a “Company Order”). The Company Order shall specify the amount of Notes to be authenticated and shall provide that all such Notes will be represented by a Restricted Global Note and the date on which such issue of Notes is to be authenticated. The aggregate principal amount of Notes which outstanding at any time may be authenticated not exceed the applicable amounts in the foregoing sentence, except as provided in Sections 2.1(c) and delivered under this Indenture is unlimited. (g) 2.7 hereof. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with Holders the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Bausch Health Companies Inc.)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) The . On the Issue Date, the Trustee shall authenticate and deliver $291,969,885 of 11.50% Senior Secured Second Lien Notes due 2025 and, 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 such order, in each case upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and delivered under this Indenture is unlimited. (g) to whom the Notes shall be registered and delivered. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Martin Midstream Partners L.P.)

Execution and Authentication. (a) One At least one Officer of the Company shall Issuer must sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the Trustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. . The Trustee shall authenticate and deliver: (fi) The on the Issue Date, an aggregate principal amount of $450.0 million 5.75% Senior Notes which may due 2028 and (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.02 and Section 2.14, in each case upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and delivered under this Indenture the date on which the original issue of the Notes is unlimited. (g) to be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the CompanyIssuer.

Appears in 1 contract

Sources: Indenture (Taylor Morrison Home Corp)

Execution and Authentication. (a) One An Officer for each of the Company and the Corporate Issuer shall sign the Notes for the Company and the Corporate Issuer, respectively, by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this the Indenture. (fb) On the Issue Date, the Trustee shall authenticate and deliver $750,000,000 of 8.625% Senior Secured Notes Due 2019 and, 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 by the Issuers, in each case upon a written order of the Issuers signed by an Officer. 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 2.13 after the Issue Date, shall certify that such issuance is in compliance with Sections 4.06 and 4.08. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture outstanding at any time is unlimited. (gc) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Vistancia Marketing, LLC)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes each Note for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. (e) . Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth in Section 11.04. A Note shall not be valid until authenticated by the manual signature of the Trustee. Such , and the Trustee’s signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The aggregate principal amount form of Trustee’s certificate of authentication to be borne by the Notes which may shall be authenticated and delivered under this Indenture is unlimited. (g) substantially as set forth in Exhibit A. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Company or any of its Affiliates. The Trustee (i) shall authenticate Initial Notes for original issue in the aggregate principal amount of $750,000,000 and (ii) shall authenticate Additional Notes, in each case, as otherwise set forth in Appendix A and, in the case of Additional Notes only, upon receipt of an Affiliate Officer’s Certificate and an Opinion of Counsel. The Officer’s Certificate shall also specify the amount of Additional Notes to be authenticated and the date on which the Additional Notes are to be authenticated. Upon receipt of a written order of the Company in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company.

Appears in 1 contract

Sources: Indenture (E.W. SCRIPPS Co)

Execution and Authentication. (a) One Officer of each of the Company Issuers shall sign the Notes for the Company Issuers by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee authenticates the Note. The signature of the Trustee. Such signature Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture. . The Trustee shall, upon a written order of the Issuers signed by two Officers of each of the Issuers or by an Officer and an Assistant Treasurer or an Assistant Secretary of each of the Issuers (fthe “Authentication Order”), authenticate (i) The on the Issue Date $402,024,000 in aggregate principal amount at maturity of Notes which may and (ii) at any time and from time to time thereafter, Additional Notes (subject to the provisions of Section 2.13) in an aggregate principal amount specified in such order. Such Authentication Order shall specify the amount of the Notes to be authenticated and delivered under this Indenture is unlimited. (g) the date on which the Notes are to be authenticated and whether the Notes are to be Series A Notes or Series B Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Company Issuers to authenticate Notes. An authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Companyan Issuer.

Appears in 1 contract

Sources: Indenture (Sba Communications Corp)

Execution and Authentication. (a) One At least one Officer of the Company shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an . An Officer of Iron Mountain and each Subsidiary Guarantor shall sign the Company (an “Authentication Order”) delivered to the Trustee from time to timeNote Guarantee, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount or in lieu thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million Indenture or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notesany supplemental indenture, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) for Iron Mountain and the Subsidiary Guarantor, as applicable, by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee no longer holds that office at the time a the Note is authenticated, the Note or Note Guarantee shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual signature of the TrusteeTrustee or an authentication agent (the “Authentication Agent”). Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee or the Authentication Agent shall, upon receipt of a Company Order and any other deliverables required hereunder, authenticate up to $750,000,000 aggregate principal amount of Initial Notes which and such amount of Additional Notes as the Issuer may be authenticated and delivered under this Indenture is unlimited. (g) issue from time to time. The Trustee may appoint an authenticating agent Authentication Agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent Unless limited by the terms of such appointment, the Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authentication Agent. An authenticating agent The Authentication Agent has the same rights as an Agent to deal with Holders the Issuer, Iron Mountain or an Affiliate of the CompanyAffiliate.

Appears in 1 contract

Sources: Senior Notes Indenture (Iron Mountain Inc)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company on behalf of each Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . Upon receipt of a written order signed by an Officer of each Issuer (f) The an “Authentication Order”), the Trustee shall authenticate and deliver $450.0 million of 8.250% Senior Notes due 2032 on the Initial Issuance Date, and, 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 such Authentication Order. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes which may is to be authenticated and to whom the Notes shall be registered and delivered under this Indenture and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is unlimited. (g) in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Companynotices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. (a) One Officer The Notes shall be executed on behalf of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order two Officers of the Company signed by or an Officer and the Secretary 35 -28- or an Assistant Secretary of the Company (an “Authentication Order”) delivered to the Trustee from time to timeCompany. Such signature may be either manual or facsimile. The Company's seal shall be impressed, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereofaffixed, subject to compliance with Section 4.09, of which $100.0 million will be issued imprinted or reproduced on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes and may be in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature Trustee manually signs the certificate of authentication on the TrusteeNote. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee or an authenticating agent shall authenticate Notes for original issue in the aggregate principal amount of $250,000,000 (f) The including $10,000,000 aggregate principal amount of Notes which may be authenticated issued upon exercise of the Over-allotment Option) upon a Company Request. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Notes shall be issuable only in registered form without coupons and delivered under this Indenture is unlimited. (g) only in denominations of $1,000 and integral multiples thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with Holders the Company or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Outdoor Systems Inc)

Execution and Authentication. (a) One Officer of the Company Two Officers shall sign the Notes for the Company by manual or facsimile signature. (b) . The Trustee shallCompany's seal shall be impressed, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to timeaffixed, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued imprinted or reproduced on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes and may be in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (e) valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f) . The Trustee shall authenticate and make available for delivery Notes for original issue in an aggregate principal Principal Amount of $[80,502,000] upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Notes which may to be authenticated and delivered under this Indenture is unlimited. (g) the date on which the Notes are to be authenticated. The aggregate Principal Amount of Notes outstanding at any time may not exceed that amount except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Company agrees to deal with Holders or an Affiliate of the Companypay to any authenticating agent compensation for its services hereunder.

Appears in 1 contract

Sources: Indenture (Rev Holdings LLC)

Execution and Authentication. (a) One An Officer of the Company shall sign the Notes for the Company Issuer by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) . If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (e) . A Note shall not be valid until authenticated by the manual manual, facsimile or electronic signature of an authorized signatory of the Trustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (f. All Notes shall be dated the date of their authentication. The Trustee shall, upon receipt of a written Issuer Order signed by one Officer directing the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with ( an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the reverse of the Notes. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed such amount except as provided in Section 2.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Issuer or an Affiliate of the CompanyIssuer.

Appears in 1 contract

Sources: Indenture (Carrols Restaurant Group, Inc.)

Execution and Authentication. (a) One At least one Officer of the Company shall must sign the Notes for the Company by manual manual, facsimile or facsimile signature. other electronic (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an including Authentication Order.pdf”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (e) . A Note shall will not be valid until authenticated by the manual signature of the Trustee. Such The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee will authenticate and deliver: (fi) Initial Notes for original issue in an aggregate principal amount of $500.0 million and (ii) if and when issued, Additional Notes, in each case upon receipt of a written order of the Company signed by two Officers of the Company (an “Authentication Order”) and, in the case of Additional Notes, upon receipt of an Officer’s Certificate stating such Additional Notes are permitted to be incurred under Section 5.09 and are permitted to be secured as Parity Lien Debt under Section 5.12. 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. The aggregate principal amount of Notes which outstanding at any time may be authenticated and delivered under this Indenture is unlimited. (g) not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 3.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Bristow Group Inc.)