Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 6 contracts
Sources: Omnibus Amendment (Fat Brands, Inc), Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 5 contracts
Sources: Indenture (M/I Homes, Inc.), Indenture (M/I Homes, Inc.), Indenture (M I Homes Inc)
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 5 contracts
Sources: Indenture (Meritage Homes CORP), Indenture (Meritage Homes CORP), Indenture (Meritage Homes CORP)
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf have been duly authorized by all requisite corporate actions) shall attest to, the Notes for each of the Issuer Issuers by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 4 contracts
Sources: Indenture (Insight Communications of Central Ohio LLC), Indenture (Target Directories of Michigan Inc), Indenture (Coaxial LLC)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on Two Officers shall sign the Notes may be manual for the Company by manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) valid nevertheless. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver (i) Additional Notes of any particular Series and (issued pursuant to Section 2.2ii) PIK Notes executed by the Issuer Company to the Trustee for authentication, together with one or more a written order of the Company Orders in the form of an Officers’ Certificate for the authentication and delivery of such Additional Notes or PIK Notes, as applicable, and the Trustee, Trustee in accordance with such written order of the Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual Note. The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s certificate of authentication shall be in substantially the following form: “This is one of own rights, duties, indemnities or immunities under the Notes of a Series issued under the within mentioned and this Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 4 contracts
Sources: Indenture (Amc Entertainment Holdings, Inc.), Indenture, Indenture (Amc Entertainment Holdings, Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, Security shall be executed by manual or facsimile signature by the Issuer. Securities bearing the manual or facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer shall not be rendered invalid, notwithstanding that such individual has ceased to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time so authorized prior to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and Securities or does not hold such office at the Trustee, in accordance with date of such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) Securities. No Note Securities shall be entitled to any benefit under the Indenture this Indenture, or be valid for any purpose purpose, unless there appears on such Note Security a certificate of authentication substantially in the form provided for belowherein, duly executed by or on behalf of the Indenture Trustee by the manual signature of a Trust Officer. Such signatures on duly authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that the Note such Security has been duly authenticated under this Base Indenture. and delivered hereunder.
(b) The Issuer shall execute and the Indenture Trustee may appoint shall authenticate and deliver the Securities having the terms specified herein, upon the receipt of an authenticating agent acceptable Issuer Order, to the purchasers thereof, the underwriters for sale or to the Issuer to authenticate Notes. Unless limited for initial retention by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agentit. The Trustee’s certificate Issuer shall execute and the Indenture Trustee shall authenticate and deliver each Global Note that is issued upon original issuance thereof, upon the receipt of authentication shall be in substantially the following form: “This is one an Issuer Order against payment of the purchase price therefor. The Issuer shall execute and the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon the receipt of an Issuer Order, to a Series issued under Clearing Agency or its nominee as provided in Section 2.16 against payment of the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”purchase price thereof.
(dc) Each Note All Securities shall be dated and issued as of the date of its authentication by the Trusteetheir authentication.
Appears in 4 contracts
Sources: Indenture (Oportun Financial Corp), Indenture (Oportun Financial Corp), Indenture (Oportun Financial Corp)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized One Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) valid nevertheless. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Company to the Trustee for authentication, together with one or more a Company Orders Request for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base IndentureRequest, shall authenticate and deliver such Notes.
(c) . No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Company, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company and Affiliates of the Notes Company. Each Paying Agent is designated as an authenticating agent for purposes of a Series issued under the within mentioned this Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 4 contracts
Sources: Indenture (Norske Skog Canada LTD), Indenture (Norske Skog Canada LTD), Indenture (Norske Skog Canada LTD)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) valid nevertheless. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more a Company Orders Request for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base IndentureRequest, shall authenticate and deliver such Notes.
(c) . No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Issuer, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Issuer and Affiliates of the Notes Issuer. Each Paying Agent is designated as an authenticating agent for purposes of a Series issued under the within mentioned this Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 4 contracts
Sources: Indenture (Ipsco Inc), Indenture (Massey Energy Co), Indenture (Massey Energy Co)
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000.
Appears in 4 contracts
Sources: Indenture (Affiliate Investment, Inc.), Indenture (Affiliate Investment, Inc.), Indenture (Gsi Group Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Authorized Officer shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee in Exhibit A attached hereto by the manual signature of a Trust Officeran authorized signatory of the Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture.
(c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Authorized 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 pursuant to Section 2.01, such Authentication Order shall certify that such issuance is in compliance with Section 4.09.
(d) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.
Appears in 3 contracts
Sources: Indenture (Concordia International Corp.), Indenture (Concordia Healthcare Corp.), Indenture (Concordia Healthcare Corp.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (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 issued or increased hereunder. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An Authentication Agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 3 contracts
Sources: Indenture (Change Healthcare Inc.), Indenture (Change Healthcare Inc.), Indenture (Alight Inc. / DE)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (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 issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 3 contracts
Sources: Indenture (Hilton Grand Vacations Inc.), Indenture (Summit Materials, LLC), Indenture (Summit Materials, LLC)
Execution and Authentication. An Officer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 3 contracts
Sources: Indenture (News Corp), Indenture (News Corp), Indenture (ANGI Homeservices Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic (including “.pdf”). If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on manual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 3 contracts
Sources: Indenture (Mueller Water Products, Inc.), Indenture (Mueller Water Products, Inc.), Indenture (Mueller Water Products, Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimiledigital. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on or digital signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 3 contracts
Sources: Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc)
Execution and Authentication. (aA) Each Note shallThe Bonds shall be executed in the name of the Trust by the manual or facsimile signature of the Executive Director or other Authorized Officer of the Trust, upon issuance pursuant and its corporate seal (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced, and attested by the manual or facsimile signature of an Authorized Officer. In case any one or more of the officers who shall have signed any of the Bonds shall cease to Section 2.2be such officer before the Bonds so signed and sealed shall have been actually authenticated and delivered by the Master Trustee, such Bonds may, nevertheless, be executed authenticated and delivered as herein provided, and may be issued as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bond of a Series may be signed and sealed on behalf of the Issuer Trust by an Authorized Officer such persons as at the actual time of the Issuer and delivered by execution of such Bond shall be duly authorized or hold the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that proper office at the time Trust, although at the Note is authenticated, date of the Note shall nevertheless be validBonds of such Series such persons may not have been so authorized or have held such office.
(bB) At any time and from time to time after The Bonds of each Series shall bear thereon a certificate of authentication, in substantially the execution and delivery of this Base Indenturefollowing form, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed manually by the Issuer to the Trustee for authentication, together with one or more Company Orders for the Master Trustee. Only such Bonds as bear such certificate of authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any right or benefit under the Indenture or this Trust Agreement and no Bond shall be valid or obligatory for any purpose unless there appears on until such Note a certificate of authentication substantially in the form provided for below, shall have been duly executed by the Trustee by the manual signature of a Trust OfficerMaster Trustee. Such signatures on such certificate of the Master Trustee upon any Bond shall be conclusive evidence, and the only evidence, evidence that the Note Bond so authenticated has been duly authenticated and delivered under this Base Indenture. The Trustee may appoint an authenticating agent acceptable Trust Agreement and the Registered Owner thereof is entitled to the Issuer to authenticate Notes. Unless limited by the term benefits of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following formTrust Agreement: “This bond is one of the Notes Bonds of a Series issued under the within mentioned IndentureMassachusetts Clean Water Trust described in the Trust Agreement and in the Supplemental Trust Agreement defined in this bond. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 3 contracts
Sources: Master Trust Agreement, Master Trust Agreement, Master Trust Agreement
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee of Exhibit A by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base 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 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 issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
if (da) Each Note shall be dated and issued as of the date of its authentication by the Trustee, being advised by counsel, determines, in its reasonable discretion, that such action may not be taken lawfully, or (b) the Trustee in good faith by its Board or trustees, executive committee or a trust committee of directors and/or Responsible Officers shall determine, in its reasonable discretion, that such action would expose the Trustee to personal liability to Holders of any then outstanding Notes.
Appears in 3 contracts
Sources: Indenture (Reliant Software, Inc.), Indenture (Reliant Software, Inc.), Indenture (Community Choice Financial Inc.)
Execution and Authentication. (a) Each Note shallOne Officer, upon issuance pursuant to Section 2.2who shall have been duly authorized by all requisite corporate actions, be executed on behalf of shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic image scan signature. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents with the consent of the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as $1,000 in excess of the date of its authentication by the Trustee$2,000.
Appears in 3 contracts
Sources: Indenture (Warner Music Group Corp.), Indenture (Warner Music Group Corp.), Indenture (Warner Music Group Corp.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized An Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be manual for the Company by manual, facsimile or facsimileelectronic image scan (e.g., pdf) signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (bthe “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Company to the Trustee for authentication, together with one or more a written order of the Company Orders in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee, Trustee in accordance with such written order of the Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual Note. The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company and Affiliates of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.
Appears in 2 contracts
Sources: Indenture (Rithm Capital Corp.), Indenture (Apollo Commercial Real Estate Finance, Inc.)
Execution and Authentication. (a) Each Note One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature.
(b) The Trustee shall, upon issuance pursuant to Section 2.2, be executed on behalf a written order of the Issuer Company signed by an Authorized Officer of the Issuer and Company (an “Authentication Order”) delivered by the Issuer to the Trustee from time to time, authenticate and deliver Notes for authentication and redelivery original issue without limit as provided herein. The signature to the aggregate principal amount thereof, subject to compliance with Section 4.07, of each such Authorized Officer which $350.0 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 $350.0 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 manual or facsimile. be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement.
(d) If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(be) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base 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 Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.
Appears in 2 contracts
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic (including “.pdf”). If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on manual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 2 contracts
Sources: Indenture (Cooper-Standard Holdings Inc.), Indenture (Cooper-Standard Holdings Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereineach Issuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of authentication the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 2 contracts
Sources: Indenture (Crown Holdings Inc), Indenture (Crown Holdings Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf Two Officers of the Issuer Company shall sign the Notes for the Company by manual or facsimile signature. If an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature of the Trustee shall be conclusive evidence, and the only evidence, evidence that the Note so authenticated has been duly authenticated and delivered under this Base Indenture. The Trustee shall, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate (i) Notes for original issue in an aggregate principal amount up to $300,000,000 on the date of this Indenture and (ii) Additional Notes from time to time as permitted under this Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with any Holder, the Company or an Affiliate of the Company. The Trustee’s certificate Trustee shall not be liable for any act or failure to act of authentication the authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Each authenticating agent shall be acceptable to the Company and otherwise comply in substantially all respects with the following form: “This is one eligibility requirements of the Notes of a Series issued under the within mentioned Trustee contained in this Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 2 contracts
Sources: Indenture (Playa Hotels & Resorts N.V.), Indenture (Playa Hotels & Resorts B.V.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf Two members of the Issuer’s Board of Directors shall sign the Notes for the Issuer by an Authorized Officer manual or facsimile signature.
(b) If a member of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature Issuer’s Board of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer Directors whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(bc) At A Note shall not be valid until authenticated by the manual or facsimile signature of the authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing, if any time Note shall have been authenticated and from time to time after delivered hereunder but never issued and sold by the execution and delivery of this Base IndentureIssuer, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer such Note to the Trustee for authenticationcancellation as provided for in Section 2.10 hereof.
(d) The Trustee will, together with upon receipt of a written order of the Issuer signed by an authorized representative (an “Authentication Order”), authenticate or cause the Authentication Agent to authenticate the 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 Issuer pursuant to one or more Company Orders for the authentication and delivery of such NotesAuthentication Orders, and the Trustee, except as provided in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base IndentureSection 2.07 hereof. The Trustee may appoint an authenticating agent one or more authentication agents (the “Authentication Agent”) acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, Such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 2 contracts
Sources: Indenture (Sappi LTD), Indenture (Sappi LTD)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereineach Issuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of authentication the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 2 contracts
Sources: Indenture (Crown Holdings Inc), Indenture (Crown Holdings Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such Electronically imaged signatures on such certificate as .pdf files, faxed signatures or other electronic signatures to the Note shall have the same effect as original signatures. The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (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 issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 2 contracts
Sources: Indenture (Summit Materials, Inc.), Indenture (Summit Materials, LLC)
Execution and Authentication. (a) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the each Co-Issuer by an Authorized Officer of the such Co-Issuer and delivered by the Issuer Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer Officers on the Notes may be manual or facsimile. If an Authorized Officer of the a Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual manual, facsimile, or electronic signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”) if applicable, if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and a Co-Issuer (or the Co-Issuers) shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 2 contracts
Sources: Base Indenture Amendment (Driven Brands Holdings Inc.), Amendment No. 5 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chairman of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinBoard, Chief Executive Officer (or Acting Chief Executive Officer), Chief Financial Officer, President, any Executive Vice President, any Senior Vice President, any Vice President or Treasurer. The signature of each such Authorized Officer any of these officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer 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 the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under this Base Indentureand delivered hereunder. The Trustee may appoint an authenticating agent acceptable Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Issuer to authenticate Notes. Unless limited by the term Trustee for cancellation as provided in Section 2.12 hereof, for all purposes of this Indenture such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated deemed never to have been authenticated and issued as delivered hereunder and shall never be entitled to the benefits of this Indenture. At any time and from time to time after execution and delivery of this Indenture, subject to the terms of this Indenture, the Trustee shall, upon written order of the Company in the form of a Company Order, authenticate and deliver Notes. Each such written order shall specify the amount of Notes to be authenticated and the date of its authentication by on which the TrusteeNotes are to be authenticated.
Appears in 2 contracts
Sources: Indenture (Alliance Data Systems Corp), Indenture (Alliance Data Systems Corp)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (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 or Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 2 contracts
Sources: Indenture (Summit Materials, LLC), Indenture (Hilton Worldwide Holdings Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimile. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 2 contracts
Sources: Indenture (Brinks Co), Indenture (Brinks Co)
Execution and Authentication. An Officer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer of the Trustee, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000.
Appears in 2 contracts
Sources: Indenture (Hawaiian Electric Co Inc), Indenture (Match Group, Inc.)
Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes).
(c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and a Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Master Issuer, and the Master Issuer shall deliver such Note to the Trustee for cancellation (or de-registration) as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Master Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 2 contracts
Sources: Base Indenture (Wendy's Co), Base Indenture (Wendy's Co)
Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the each Co-Issuer by an Authorized Officer of the such Co-Issuer and delivered by the Issuer Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer Officers on the Notes may be manual or facsimile. If an Authorized Officer of the a Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes (or registration in the case of Uncertificated Notes), and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register in the case of Uncertificated Notes).
(c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual manual, facsimile, or electronic signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”) if applicable, if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: Authorized Signatory”
(d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and a Co-Issuer (or the Co-Issuers) shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 2 contracts
Sources: Amendment No. 11 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Amendment No. 9 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual manual, facsimile, .pdf attachment or facsimileother electronically transmitted signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 2 contracts
Sources: Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed by at least one Officer of the Issuer in accordance with the Issuer’s articles of association or other organizational documents or resolutions of the Board of Directors of the Issuer on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A attached hereto, duly executed by as the Trustee case may be, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base 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 for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuer.
Appears in 2 contracts
Sources: Indenture (Aramark), Indenture (Aramark)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chairman of the Issuer Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinfrom time to time). The signature of each such Authorized Officer any of these officers on the Notes may be electronically transmitted, manual or facsimile. If an Authorized Officer Notes bearing the electronically transmitted, manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer whose signature is on a Note no longer holds Company or such Subsidiary Guarantor, as the case may be, shall bind the Company or such Subsidiary Guarantor, as the case may be, notwithstanding that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At such individuals or any time and from time of them have ceased to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant hold such offices prior to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and Notes or did not hold such offices at the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver date of such Notes.
(c) No . A Note shall be entitled to any benefit under the Indenture or will not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate shall signature will be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The Trustee will, upon receipt of a written order of the Company signed by an officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes, in the aggregate principal amount or amounts specified in such Authentication Order. The Trustee may appoint an authenticating agent Authenticating Agent acceptable to the Issuer Company to authenticate NotesNotes in accordance with Section 13.14. Unless limited by the term of such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by any such authenticating agentAuthenticating Agent. The Trustee’s certificate of authentication shall be in substantially An Authenticating Agent has the following form: “This is one same rights as the Trustee to interact with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.
Appears in 2 contracts
Sources: Indenture (Bonanza Creek Energy, Inc.), Indenture (Bonanza Creek Energy Operating Company, LLC)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed One Officer shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by as the Trustee case may be, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of a written order of the Company directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes 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 (i) any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and (ii) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of otherwise provided in such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication An authenticating agent shall be in substantially have the following form: “This is one same rights as the Trustee to deal with Holders, the Company or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.
Appears in 2 contracts
Sources: Indenture (Valvoline Inc), Indenture (Ashland Inc.)
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 2 contracts
Sources: Indenture (General Cable Corp /De/), Indenture (General Cable Corp /De/)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Issuer Notes for the Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. The signature of each such Authorized Officer Company's seal shall be reproduced on the Notes and may be manual or facsimilein facsimile form. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1. The Trustee shall authenticate (i) the Series G Notes from time to time for issue only in exchange for a like principal amount of Series A/B Notes, Series D Notes or Series F Notes, in each case upon a written order of the Company signed by one Officer, which written order shall specify (a) the amount of Notes to be authenticated and the date from which interest on such securities shall accrue and (b) the amount of Notes to be issued in global form or definitive form and (ii) Series G Notes for issue for additional principal amounts as may be set forth in a written order of the Company signed by an Officer as described below in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $280,000,000 plus any additional principal amount issued pursuant to item (ii) of the first sentence of this paragraph, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company, any Guarantor or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.
Appears in 2 contracts
Sources: Indenture (Saevik Shipping As), Indenture (Trico Marine Services Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of An Authorized Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the . The Issuer may shall deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Indenture Trustee for authentication, together with one or more Company Orders for the an executed Note and an authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) order each time it requests a new Note to be issued. No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Indenture Trustee by the manual signature of a Trust Officeran authorized signatory. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the a Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Class [A] [B] [C] [D] [E] [F] [G] Notes of a Series issued under referred to in the within mentioned Indenture. UMB Bank[ ], N.A., as Trustee By: Authorized Signatory”:
(db) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee.
(c) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.16, together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.
Appears in 2 contracts
Sources: Indenture (loanDepot, Inc.), Indenture (loanDepot, Inc.)
Execution and Authentication. One Officer (aor in the case of the Notes issued on the Issue Date, two Officers) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 2 contracts
Sources: Indenture (TRI Pointe Homes, Inc.), Indenture (TRI Pointe Homes, Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf Two members of the Board of Directors shall sign the Global Notes and two Officers shall sign the Definitive Registered Certificates for the Issuer by an Authorized Officer manual or facsimile signature. If a member of the Issuer and delivered by Board of Directors or an Officer, as the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes case may be manual or facsimile. If an Authorized Officer of the Issuer be, whose signature is on a Note or Definitive Registered Certificate no longer holds that such office at the time the Trustee authenticates the Note is authenticatedor Definitive Registered Certificate, as applicable, the Note or Definitive Registered Certificate, as applicable, shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery valid nevertheless. A Global Note or Definitive Registered Certificate shall not be valid until an authorized signatory of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authenticationmanually (or with respect to a Definitive Registered Certificate, together with one manually or more Company Orders for by facsimile) signs the certificate of authentication and delivery of such Noteson the Note or Definitive Registered Certificate, and as applicable. The signature shall be conclusive evidence that the Trustee, in accordance with such Company Order and Global Note or Definitive Registered Certificate has been authenticated under this Base Indenture, . The Trustee shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid make available for any purpose unless there appears on such Note a certificate of authentication substantially delivery Notes and Definitive Registered Certificates as set forth in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. Appendix A. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notesthe Notes and Definitive Registered Certificates. 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 term terms of such appointment, an authenticating agent may authenticate Notes and Definitive Registered Certificates whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated notices and issued as of the date of its authentication by the Trusteedemands.
Appears in 2 contracts
Sources: Indenture (Delhaize Group), Indenture (Delhaize Group)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes of each series shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual manual, electronic, facsimile or facsimilePDF transmission. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (Brinks Co)
Execution and Authentication. One Officer shall sign (awho shall have been duly authorized by all requisite corporate actions) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer shall attest to the Trustee Notes for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notesthe Notes at the expense of the Issuers. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Aoa Capital Corp)
Execution and Authentication. An Officer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000.
Appears in 1 contract
Sources: Indenture (Match Group, Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, shall be executed by the manual or the facsimile signature of an Authorized Officer. Notes bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer shall not be rendered invalid, notwithstanding that such individual has ceased to be so authorized or does not hold such office, in each case whether prior or subsequent to the Trustee for authentication and redelivery as provided herein. The signature delivery of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be validNotes.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Trustee by the manual signature of a Trust Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agentagent has the same rights as an Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series series issued under the within mentioned Indenture. UMB Bank, N.A.THE BANK OF NEW YORK, as Trustee Dated: By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuers shall execute the Notes on behalf of the Issuer by an Authorized Officer each of the Issuer and delivered Issuers by the Issuer to the Trustee for authentication and redelivery as provided herein. The manual signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer Issuers whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A attached hereto, duly executed by as the Trustee case may be, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an order from the Issuers, duly signed by an Officer of each of the Issuers (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 Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 1 contract
Sources: Indenture (Milacron Holdings Corp.)
Execution and Authentication. An officer of each Issuer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall sign the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000.
Appears in 1 contract
Sources: Indenture (Starz, LLC)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Transwestern Holdings Lp)
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating authenti- cating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Pca International Inc)
Execution and Authentication. An Officer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual manual, electronic or facsimile signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (Cable One, Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Senior Discount Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chairman of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinBoard, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of each such Authorized Officer any of these officers on the Senior Discount Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Senior Discount Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Senior Discount Note, the Senior Discount Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Senior Discount Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Discount Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Senior Discount Note shall be conclusive evidence, and the only evidence, that the such Senior Discount Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Senior Discount Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Discount Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Senior Discount Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Senior Discount Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be issuable only in substantially the following form: “This is one fully registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 1 contract
Sources: Indenture (R H Donnelley Corp)
Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes).
(c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and a Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory”:
(d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Master Issuer, and the Master Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Master Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, Notes shall be executed on behalf of the Issuer Nonaffiliated Partner Trustee by an Authorized Officer manual signature of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature president, a senior vice president, a vice president, an assistant vice president, its treasurer, its secretary, an assistant secretary, an assistant treasurer or other authorized officer of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be validNonaffiliated Partner Trustee.
(b) At any time and from time to time Immediately after the execution and delivery of this Base Indenturethe Notes, the Issuer may Nonaffiliated Partner Trustee shall deliver such Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Indenture Trustee for authentication and, subject to the provisions of Section 2.10, Indenture Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notesthe Notes by manual signature upon written orders of Nonaffiliated Partner Trustee. Notes shall be authenticated on behalf of Indenture Trustee by any authorized officer or signatory of Indenture Trustee.
(c) No A Note shall not be valid or obligatory for any purpose or entitled to any security or benefit under the Indenture or be valid for any purpose unless there appears hereunder until executed on such Note a certificate behalf of authentication substantially in the form provided for below, duly executed by the Nonaffiliated Partner Trustee by the manual signature of a Trust Officerthe officer of Nonaffiliated Partner Trustee specified in Section 2.2(a) and until authenticated on behalf of Indenture Trustee by the manual signature of the authorized officer or signatory of Indenture Trustee specified in Section 2.2(b). Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the such Note has been duly executed, authenticated and issued under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”and any Indenture Supplement.
(d) Each Note shall be dated and issued as of the date of its The authentication by Indenture Trustee of any Note issued hereunder shall not be construed as a representation or warranty by Indenture Trustee as to the Trusteevalidity or security of this Indenture or such Note, and Indenture Trustee shall in no respect be liable or answerable for the use made of such Note or the proceeds thereof.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Bj Services Co)
Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes).
(c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate any applicable Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: Authorized Signatory”
(d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 1 contract
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affili- 36 -28- ates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Oglebay Norton Co /New/)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by in Schedule 1 (with respect to the Trustee 2022 Notes) or Schedule 2 (with respect to the 2025 Notes) attached hereto by the manual signature of a Trust Officeran authorized signatory of the Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture.
(c) On the Issue Date, the Trustee shall, upon receipt of a written order 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 specified in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.09.
(d) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuer.
Appears in 1 contract
Sources: Indenture (Sibanye Gold LTD)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual manual, facsimile, .pdf attachment or facsimileother electronically transmitted signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture and the Issuer hereby confirms that such appointment is acceptable to it. Notes shall be issuable in substantially denominations of €100,000 each and any integral multiple of €1,000 in excess thereof. If a facsimile signature will be used for the following form: “This is one Notes, each signatory should approve such use of his or her signature and evidence of such approval may be required for the enforcement of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trusteein The Netherlands.
Appears in 1 contract
Sources: Indenture (LKQ Corp)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized An Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Trustee shall, upon the written direction or order of the Company, authenticate and make available for delivery: Notes for original issue in an aggregate principal amount of any particular Series up to $150,000,000 upon a written order of the Company signed by two Officers of the Company (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more “Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Order”). Such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall specify the amount of the Notes to be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indentureauthenticated. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication In case the Company pursuant to Article IV shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: “This is one successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Series issued under successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as option of the date Holders but without expense to them, shall provide for the exchange of its authentication by all Notes at the Trusteetime outstanding for Notes authenticated and delivered in such new name.
Appears in 1 contract
Sources: Indenture (PSS World Medical Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereineach Issuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual manual, facsimile, .pdf attachment or facsimileother electronically transmitted signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of authentication the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Table of Contents Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
Execution and Authentication. An Officer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile, PDF or facsimileother electronic signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Issuer and Affiliates of the Notes Issuer. Each Paying Agent is designated as an authenticating agent for purposes of a Series issued under the within mentioned this Indenture. UMB BankThe Notes will be issued in registered form, N.A.without coupons, as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as in minimum denominations of the date $2,000 and integral multiples of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (IAC Inc.)
Execution and Authentication. (a) Each Note Series of Notes shall, upon issuance pursuant to issue in accordance with Section 2.22.2 (Notes Issuable in Series) of this Base Indenture, be executed on behalf of the Issuer HVF III by an Authorized Officer of the Issuer and delivered by the Issuer HVF III to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the such Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer HVF III may deliver Notes of any particular Series (issued pursuant to Section 2.2) of Notes executed by the Issuer HVF III to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the this Base Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed authenticated by the Trustee by the manual manual, facsimile, portable document format (PDF) or electronic signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer HVF III to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. UMB BankTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by HVF III as contemplated by the applicable Series Supplement, and HVF III shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 (Cancellation) of this Base Indenture together with a written statement (which need not comply with Section 13.4 (Statements Required in Certificate and Opinion of Counsel) of this Base Indenture and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by HVF III as contemplated by the applicable Series Supplement, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Base Indenture.
(f) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.4 (Execution and Authentication) if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.
Appears in 1 contract
Sources: Base Indenture (Hertz Corp)
Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned, electronic or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration, in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes).
(c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual manual, scanned, facsimile or electronic signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Master Issuer, and the Master Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Control Party (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Master Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 1 contract
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $1,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Any Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes for the Company, which may be manual or via facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless.
(b) A Note shall not be valid or enforceable unless and until an authorized signatory of the Trustee, upon Company Order, authenticates the Note substantially in the form of the Trustee’s certificate of authentication provided for in Section 2.2(d) hereof. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.
(c) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Trustee shall authenticate and make available for delivery Notes upon a written order of the Company signed by an Officer (the “Company Order”). A Company Order shall specify the amount of the Notes to be authenticated, the applicable series and the date on which the original issue of Notes is to be authenticated.
(d) The Trustee may deliver appoint an agent or agents with respect to the Notes which shall be authorized to act on behalf of any particular Series (the Trustee to authenticate Notes issued upon original issue and upon exchange, registration of transfer or partial conversion or partial redemption thereof or pursuant to Section 2.2) executed 6.8 (an “Authenticating Agent”), and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and enforceable for all purposes as if authenticated by the Issuer Trustee hereunder. Wherever reference is made in this Indenture to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and Notes by the Trustee or the Trustee’s certificate of authentication, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note reference shall be entitled deemed to any benefit under include authentication and delivery on behalf of the Indenture or be valid for any purpose unless there appears on such Note Trustee by an Authenticating Agent and a certificate of authentication substantially in the form provided for below, duly executed by on behalf of the Trustee by the manual signature of a Trust Officeran Authenticating Agent. Such signatures on such certificate Each Authenticating Agent shall be conclusive evidence, acceptable to the Company and the only evidenceGuarantor and shall at all times be either (i) a branch of the Trustee or (ii) a Person organized and doing business under the laws of the United States of America, that any State thereof or the Note has been duly authenticated District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than U.S.$50,000,000 and subject to supervision or examination by any federal or state authority in the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent reports of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent, provided such Person shall be otherwise eligible under this Base IndentureSection. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee; to the Company and the Guarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Company and the Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint an authenticating agent a successor Authenticating Agent which shall be acceptable to the Issuer to authenticate Notes. Unless limited by Company and the term Guarantor and shall give notice of such appointmentappointment in the manner provided in Section 12.2 to all Holders of Notes with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent may authenticate Notes whenever Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the Trustee may do soprovisions of this Section. Each reference of the Company and the Guarantor agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Indenture. If an appointment is made pursuant to this Section, the Notes of a series may have endorsed thereon, in this Base Indenture addition to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication, an alternative certificate of authentication shall be in substantially the following form: “This is one of the [•] [•] Notes of a Series issued under referred to in the within within-mentioned Indenture. UMB Bank, N.A.The Bank of New York, as Trustee By: as Authenticating Agent By: Authorized Signatory”Signatory Date: ” If any of the Notes of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Notes upon original issuance located in a Place of Payment where the Company wishes to have Notes authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not be an Officers’ Certificate or be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect of such Notes.
(de) Each Note shall be dated and issued as of In case the date of its authentication by the Trustee.Company:
Appears in 1 contract
Sources: Indenture (Pearson PLC)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, Security shall be executed by manual or facsimile signature by the Issuer. Securities bearing the manual or facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer shall not be rendered invalid, notwithstanding that such individual has ceased to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time so authorized prior to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and Securities or does not hold such office at the Trustee, in accordance with date of such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) Securities. No Note Securities shall be entitled to any benefit under the Indenture this Indenture, or be valid for any purpose purpose, unless there appears on such Note Security a certificate of authentication substantially in the form provided for belowherein, duly executed by or on behalf of the 4149-1382-4069 Indenture Trustee by the manual signature of a Trust Officer. Such signatures on duly authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that the Note such Security has been duly authenticated under this Base Indenture. and delivered hereunder.
(b) The Issuer shall execute and the Indenture Trustee may appoint shall authenticate and deliver the Securities having the terms specified herein, upon the receipt of an authenticating agent acceptable Issuer Order, to the purchasers thereof, the underwriters for sale or to the Issuer to authenticate Notes. Unless limited for initial retention by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agentit. The Trustee’s certificate Issuer shall execute and the Indenture Trustee shall authenticate and deliver each Global Note that is issued upon original issuance thereof, upon the receipt of authentication shall be in substantially the following form: “This is one an Issuer Order against payment of the purchase price therefor. The Issuer shall execute and the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon the receipt of an Issuer Order, to a Series issued under Clearing Agency or its nominee as provided in Section 2.16 against payment of the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”purchase price thereof.
(dc) Each Note All Securities shall be dated and issued as of the date of its authentication by the Trusteetheir authentication.
Appears in 1 contract
Sources: Indenture (Oportun Financial Corp)
Execution and Authentication. (a) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and a Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Master Issuer, and the Master Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Master Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 1 contract
Sources: Base Indenture (Wendy's Co)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee of Exhibit A attached hereto by the manual signature of a Trust Officeran authorized signatory of the Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. The signature of the Trustee signed on the Notes, or interim Notes hereinafter mentioned, and the authentication of Uncertificated Notes, shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the Notes or interim Notes or as to the issuance of the Notes or interim Notes and the Trustee shall in no respect be liable or answerable for the use made of the Notes or interim Notes or any of them or the proceeds thereof.
(c) 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 Notes.
(d) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as a Paying Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuer.
Appears in 1 contract
Sources: Senior Unsecured Notes Indenture
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Com- pany and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A-1 or Exhibit A-2 hereto, duly executed by the Trustee as applicable, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the 2025 Initial Notes and the 2027 Initial Notes in the aggregate principal 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 or Exchange Notes of a series for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 1 contract
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $1,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1.00 in excess thereof.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimile. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $200,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimile. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes €100,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee€1,000 in excess thereof.
Appears in 1 contract
Execution and Authentication. (a) Each Note shallAt least one Officer of the Escrow Issuer or, upon issuance pursuant to Section 2.2from and after the Escrow Release Date, be executed each Issuer shall execute the Notes on behalf of the Escrow Issuer or, from and after the Escrow Release Date, each Issuer, as applicable, by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by as the Trustee case may be, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order to authenticate (an “Authentication Order”) the Initial Notes, authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of a Board Resolution and an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuer.
Appears in 1 contract
Sources: Indenture (Onity Group Inc.)
Execution and Authentication. One (a1) Each Note shallOfficer shall sign the Global Certificate for the Company by manual or facsimile signature. The Company has furnished together with the delivery of this Indenture, upon issuance pursuant and from time to Section 2.2time thereafter may furnish, be executed on behalf a certificate identifying and certifying the incumbency and specimen (or facsimile) signatures of the Issuer by an Authorized Officer Officers. The Trustee and the Agents shall be entitled to conclusively rely on the last certificate delivered to it for the purposes of determining the Issuer and delivered authorized Officers, unless otherwise notified by the Issuer to Company through the Trustee for authentication and redelivery as provided herein. The signature issuance of each such Authorized Officer on an amendment certificate setting forth the Notes may be manual specimen (or facsimile) signatures of authorized Officers. If an Authorized Officer of the Issuer whose signature is on a Note Bond no longer holds that office at the time the Note Bond is authenticated, the Note Bond shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, . The Global Certificate shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature of the Trustee shall be conclusive evidence, and the only evidence, evidence that the Note Bond has been duly authenticated under this Base Indenture. The form of the Trustee’s authentication to be borne by the Bonds shall be substantially as set forth in Exhibit A hereto. The Trustee shall, upon receipt of an Officer’s Certificate directing it to do so, authenticate the Bonds to be originally issued for an aggregate principal amount of up to US$ 10,000,000. The aggregate principal amount of Bonds outstanding at any time may appoint an authenticating agent acceptable not exceed US$10,000,000. The Trustee shall have the right to decline to authenticate and deliver any Bonds under this section if the Trustee determines that such action may not be lawfully taken or if the Trustee shall determine that such action would expose the Trustee or the Registrar to personal liability, if indemnity and/or security and/or pre-funding satisfactory to the Issuer to authenticate Notes. Unless limited by Trustee against such liability, loss or expense, in the term sole discretion of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture and the Registrar is not assured to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trusteeit.
Appears in 1 contract
Sources: Indenture (Aerkomm Inc.)
Execution and Authentication. (a) Each Note The Notes shall, upon issuance issue pursuant to Section 2.2, be executed on behalf of the Issuer HVF by an Authorized Officer of the Issuer and delivered by the Issuer HVF to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer HVF may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer HVF to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer HVF to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A.BNY MIDWEST TRUST COMPANY, as Trustee By: Authorized Signatory”:
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by HVF, and HVF shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by HVF, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.
Appears in 1 contract
Sources: Base Indenture (Hertz Corp)
Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration in the case of such Uncertificated Notes) of Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes).
(c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate any applicable Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Authorized Signatory”
(d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee of Exhibit A attached hereto by the manual signature of a Trust Officeran authorized signatory of the Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. The certification of the Trustee on Notes issued hereunder shall not be construed as a representation or warranty by the Trustee as to the validity of the Indenture or the Notes (except the due certification thereof) and the Trustee shall in no respect be liable or answerable for the use made of the Notes or any of them or of the consideration therefor except as otherwise specified herein.
(c) 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.
(d) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., same rights as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trusteean Agent to deal with Holders.
Appears in 1 contract
Sources: Indenture (Banro Corp)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of An Authorized Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Indenture Trustee for authentication, together with one or more Company Trust Orders for the authentication and delivery of such Notes, and the Indenture Trustee, in accordance with such Company Trust Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Indenture Trustee by the manual signature of a Trust Officeran authorized signatory (and the Luxembourg agent (the “Luxembourg Agent”), if such Notes are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an agent to deal with the Issuer or an Affiliate of the Issuer. The Indenture Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under series referred to in the within mentioned Indenture. UMB Bank, N.A., as Indenture Trustee By: Authorized Signatory”:
(d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Base Indenture (PHH Corp)
Execution and Authentication. (a) Each Note A new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 1 contract
Sources: Base Indenture (Yum Brands Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer manual or facsimile signature of the Issuer and delivered by Chief Executive Officer, the Issuer to Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President or the Trustee for authentication and redelivery as provided herein. The signature Secretary of each such Authorized Officer on the Notes may be manual or facsimileCompany. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed or an authentication agent appointed by the Issuer to Trustee as provided below) manually signs the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual Note. The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base 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 (a “Company Order”): (i) in an initial aggregate principal amount of up to $[initial principal amount] and (ii) from time to time, in such aggregate principal amount as shall be established for any Additional Notes 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 shall state the date on which such Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated notices and issued as of the date of its authentication by the Trusteedemands.
Appears in 1 contract
Sources: Senior Convertible Notes Indenture (CME Media Enterprises B.V.)
Execution and Authentication. (a) Each Note A new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: __________________________________ Name: Title: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
Appears in 1 contract
Sources: Base Indenture (Wingstop Inc.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Issuer Notes for the Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. The signature of each such Authorized Officer Company's seal shall be reproduced on the Notes and may be manual or facsimilein facsimile form. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1 or Exhibit A-2 hereto. The Trustee shall authenticate (i) the Series A Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes and (ii) the Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case upon a written order of the Company signed by one Officer, which written order shall specify (i) the amount of Notes to be authenticated, (ii) whether the Notes are Series A Notes or Series B Notes, and (iii) the amount of Notes to be issued in global form or definitive form. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company, any Guarantor or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimile. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (Ingevity Corp)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized An Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Trustee shall, upon the written direction or order of the Company, authenticate and make available for delivery: Notes for original issue in an aggregate principal amount of any particular Series up to $90,000,000 upon a written order of the Company signed by two Officers of the Company (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more “Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Order”). Such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall specify the amount of the Notes to be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indentureauthenticated. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication In case the Company pursuant to Article IV shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: “This is one successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Series issued under successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as option of the date Holders but without expense to them, shall provide for the exchange of its authentication by all Notes at the Trusteetime outstanding for Notes authenticated and delivered in such new name.
Appears in 1 contract
Sources: Indenture (Aar Corp)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A-1 hereto, duly executed by in the Trustee case of the PHRI Notes, or in the form of Exhibit A-2 hereto, in the case of any other Notes, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (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 or Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 1 contract
Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”)
(a) Each Note shallOriginal Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, upon Additional Notes in an aggregate principal amount to be determined at the time of issuance pursuant to Section 2.2, be executed on behalf and specified therein. Such Authentication Order shall specify the amount of the Issuer by Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of $200,000 and any integral multiples of $1,000 in excess thereof. Prior to the authentication of the Original Notes or any Additional Notes, the Trustee shall also receive an Authorized Officer’s Certificate. One Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on Company shall sign the Notes may be manual for the Company by manual, facsimile or facsimileelectronic signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery valid nevertheless. A Note shall not be valid until an authorized signatory of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for manually signs the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual Note. The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the term terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated notices and issued as of the date of its authentication by the Trusteedemands.
Appears in 1 contract
Sources: Indenture (Pagaya Technologies Ltd.)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized An Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes Trustee shall, upon the written direction or order of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authenticationCompany, together with one or more an Opinion of Counsel, authenticate and make available for delivery Notes for original issue in an aggregate principal amount of up to $30,000,000 upon a written order of the Company Orders for signed by two Officers of the authentication Company (the “Company Order”). Such Company Order shall specify the amount of the Notes to be authenticated, the registered holders thereof and delivery of instructions for such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication In case the Company pursuant to Article IV shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: “This is one successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Series issued under successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of, any Notes, such successor Person, at the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as option of the date Holders but without expense to them, shall provide for the exchange of its authentication by all Notes at the Trusteetime outstanding for Notes authenticated and delivered in such new name.
Appears in 1 contract
Sources: Indenture (Aar Corp)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered manual, facsimile or electronic (including “PDF”) signature (except as otherwise required by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimileApplicable Procedures). If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee or its Authenticating Agent authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A attached hereto, duly executed by as the Trustee case may be, by the manual signature of a Trust Officeran authorized signatory of the Trustee or its Authenticating Agent. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee or its Authenticating Agent shall, upon receipt of an Issuer Order (an “Authentication Order”) and Officer’s Certificate, authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee or its Authenticating Agent shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate authenticate and deliver any Additional Notes. The Trustee may appoint one or more authenticating agents (each an authenticating agent “Authenticating Agent”) acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated notices and issued as of the date of its authentication by the Trusteedemands.
Appears in 1 contract
Sources: Indenture (Cano Health, Inc.)
Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration, in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes).
(c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory”
” (d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic (including “.pdf”) signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed of Exhibit A hereto by the Trustee by the manual manual, facsimile or electronic (including “.pdf”) signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of the Issuer’s Order (an “Authentication Order”), authenticate and deliver the Notes in the aggregate principal amount or amounts specified in such Authentication Order and no Opinion of Counsel shall be required in connection with the authentication of the Notes on the Issue Date. The Notes shall be resold initially only to (A) QIBs, (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S and (C) institutional “accredited investors” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in accordance with Rule 501 of the Securities Act in accordance with the procedures described herein. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An Authentication Agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuer.
Appears in 1 contract
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Responsible Officer. Such signatures on , and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and any integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed The chief executive officer of the Company shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. facsimile signature.
(b) If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticatedauthenticated by the Trustee, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. .
(d) The Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate (i) one Global Note evidencing Notes for issuance on the Issue Date in the aggregate principal amount of $50,000,000 and (ii) any other Notes that have been executed by the Company in order to effect any registration of transfer or exchange in accordance with the provisions of Section 2.06.
(e) The Trustee and the Registrar shall each have the right to decline to authenticate and deliver any Notes under this Indenture (i) unless and until it receives an Authentication Order from the Company; or (ii) if the Trustee or Registrar determines that such action would expose to Trustee or Registrar to personal liability, unless indemnity and/or security satisfactory to such Person against such liability is provided to it.
(f) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of otherwise provided in such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate agent and any such agent shall have the benefit of all rights and indemnities available to the Trustee in respect of the authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under hereunder. An authenticating agent shall have the within mentioned Indenture. UMB Banksame rights as the Trustee to deal with Holders, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as the Company or an Affiliate of the date of its authentication by the TrusteeCompany.
Appears in 1 contract
Sources: Indenture (Tu Guo Shen)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (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 or Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.
Appears in 1 contract
Sources: Indenture (Summit Materials, LLC)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinCompany . The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of authentication the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized One Officer of the Issuer and delivered by shall sign the Notes for the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual by manual, electronic or facsimile. facsimile signature.
(b) If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid.
(bc) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed A Note shall not be valid until authenticated by the Issuer to the Trustee for authenticationmanual, together with one electronic or more Company Orders for the authentication and delivery facsimile signature of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual . The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. .
(d) The Trustee shall, upon a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate Notes for original issue.
(e) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer or any of its respective Subsidiaries.
(f) The Trustee’s certificate Issuer may issue Additional Notes from time to time after the offering of authentication the Initial Notes. The issuance of Additional Notes will be subject to the provisions of Section 2.14 and Section 4.09 hereof. The Initial Notes and any Additional Notes subsequently issued under this Indenture shall be in substantially the following form: “This is one of the Notes of treated as a Series issued single class for all purposes under the within mentioned this Indenture. UMB Bank, N.A.including, as Trustee By: Authorized Signatory”
(d) Each Note shall be dated without limitation, waivers, amendments, redemptions and issued as of the date of its authentication by the Trusteeoffers to purchase.
Appears in 1 contract
Sources: Indenture (GameStop Corp.)
Execution and Authentication. (a) Each Note The Notes shall, upon issuance issue pursuant to Section 2.2, be executed on behalf of the Issuer HVF by an Authorized Officer of the Issuer and delivered by the Issuer HVF to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer HVF may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer HVF to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer HVF to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A.BNY MIDWEST TRUST COMPANY, as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by HVF, and HVF shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by HVF, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.
Appears in 1 contract
Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of At least one Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on or facsimile signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 principal amount and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee$1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (Sears Holdings Corp)
Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in integral multiple of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeU.S.$1.00.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Execution and Authentication. (a) Each Note The Notes shall, upon issuance issue pursuant to Section 2.2, be executed by manual, electronically scanned or facsimile signature on behalf of the Issuer CPF by an Authorized Officer of the Issuer and delivered by the Issuer CPF to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer CPF may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer CPF to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.
(c) No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer CPF to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory”
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by CPF, and CPF shall deliver such Note to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by CPF, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.
Appears in 1 contract